Bid Borrowings. (a) The Borrower may from time to time deliver to the Agent a request (a “Bid Borrowing Request”) that the Agent solicit offers to make Bid Loans denominated in Dollars from the Banks. Each such request shall be made no later than 10:00 a.m. on the fourth Business Day before the day of the proposed Bid Borrowing. Each such request shall state (i) the day of the proposed Bid Borrowing (which day shall be a Business Day), (ii) the aggregate amount of the proposed Bid Borrowing, and (iii) the Interest Period or Interest Periods with respect to such Bid Borrowing (and, if more than one Interest Period is to be applicable, the duration of each such Interest Period and the portion of the Bid Borrowing that will be subject to each such Interest Period). Each Bid Borrowing request shall be in an amount equal to an integral multiple of $10,000,000. The Borrower may not request any Bid Borrowing hereunder if (i) the Borrower has made such a request within the preceding 5 Business Days, (ii) the making of the proposed Bid Borrowing would cause more than 3 Bid Borrowings to be outstanding at any one time, (iii) the making of the proposed Bid Borrowing would cause the aggregate principal amount of Bid Borrowings to exceed $100,000,000, or (iv) the making of the proposed Bid Borrowing would cause the Aggregate Outstandings to exceed the Aggregate Commitment Amount. (b) Promptly following receipt of any Bid Borrowing Request, the Agent shall notify each Bank of the details thereof by telecopy. (c) Each Bank may (but shall have no obligation to) deliver to the Agent a Bid Loan Quote with respect to any Bid Borrowing Request. The Agent may reject any Bid Loan Quote received after 9:00 a.m. on the third Business Day preceding the proposed Bid Borrowing; provided, however, that no Bid Loan Quote by JPMCB, in its capacity as a Bank, shall be effective if delivered to the Agent after 8:45 a.m. on the third Business Day preceding the proposed Bid Borrowing. Each Bid Loan Quote shall specify the name of the offering Bank, the date of the proposed Bid Loan, the principal amount of the Bid Loan that the offering Bank proposes to make, and the rate of interest per annum (adjusted to the nearest 1/100th of 1%) to be applicable to the proposed Bid Loan. The Agent shall ignore any Bid Loan Quote that (i) fails to include all of the information required under this paragraph, (ii) contains qualifying, conditional or similar language; (iii) proposes terms other than or in addition to those set forth in the applicable Bid Borrowing Request, or (iv) arrives after the time required above. (d) The Agent shall notify the Borrower of the terms of any Bid Loan Quote submitted by a Bank that meets the requirements set forth above. Such notice shall include (i) the aggregate principal amount of Bid Loans for which Bid Loan Quotes have been received for each Interest Period specified in the Bid Borrowing Request, (ii) the respective principal amounts and interest rates so offered, and (iii) if applicable, limitations on the aggregate principal amount of Bid Loans for which offers in any single Bid Loan Quote may be accepted. Such notification shall be delivered (x) on the day of receipt, if the Bid Loan Quote is submitted prior to the third Business Day preceding the proposed Bid Borrowing, or (y) no later than 9:30 a.m. on the day of receipt, if the Bid Loan Quote is submitted on the third Business Day preceding the proposed Bid Borrowing. (e) Not later than 10:00 a.m. on the third Business Day preceding any Bid Borrowing, the Borrower shall notify the Agent in writing or telephonically of its acceptance or rejection of the Bid Loan Quotes. If the Borrower fails to notify the Agent by such time, the Borrower shall be deemed to have rejected each of the Bid Loan Quotes. The Borrower’s acceptance of any Bid Loan Quotes shall specify the aggregate principal amount of offers for each Interest Period that the Borrower accepts. The Borrower may accept any Bid Loan Quote in whole or in part, provided, however, that: (i) the principal amount of any portion of a Bid Borrowing subject to any given Interest Period may not exceed the corresponding portion specified in the related Bid Borrowing Request; (ii) the principal amount of each Bid Borrowing (as to all Interest Periods combined) must be equal to an integral multiple of $10,000,000; (iii) acceptance of Bid Loan Quotes may only be made on the basis of ascending interest rates within each Interest Period; and (iv) the Borrower may not accept any Bid Loan Quote that fails to comply with the requirements of this Agreement. (f) If Bid Loan Quotes with the same interest rates with respect to any given Interest Period are submitted by two or more Banks in an aggregate amount greater than that necessary to satisfy the corresponding Bid Borrowing Request, the principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks as nearly as possible (in such amounts not less than $1,000,000 as the Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Absent manifest error, the determination by the Agent of the amount of the Bid Loans accepted with respect to each Bank shall be final. (g) The Agent shall promptly notify each Bank having submitted a Bid Loan Quote if its offer has been accepted and, if so, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the applicable Bid Borrowing. Each Bank so notified that its Bid Loan Quote has been accepted shall remit the amount of its accepted Bid Loan Quote to the Agent in immediately available funds no later than 2:00 p.m. on the date of such Bid Borrowing. Prior to the close of business on the day of the requested Bid Borrowing, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and the Borrower may from time to time agree. The Agent shall have no obligation (i) to disburse the requested Bid Borrowing if any condition set forth in Section 2.5 has not been satisfied on the day of the requested Bid Borrowing, or (ii) to disburse any portion of a Bid Borrowing for which the Agent has failed to receive funds from the applicable Bank by the time specified above. (h) The Borrower’s obligation to repay each Bid Loan shall be evidenced by one or more accounts or records maintained by the Bank making such Bid Loan in the ordinary course of business. (i) The Borrower and the Banks shall from time submit to the Agent such information as the Agent may reasonably request regarding outstanding Bid Loans, including the amounts, interest rates, dates of Borrowing and maturities thereof, for the purpose of allocating amounts received from the Borrower with respect thereto. (j) Nothing hereunder shall obligate any Bank, or the Banks collectively, to submit any Bid Loan Quotes in response to a Bid Borrowing Request, nor shall any provision hereunder obligate the Borrower to accept any one or more Bid Loan Quotes.
Appears in 4 contracts
Samples: Five Year Credit Agreement (3m Co), Five Year Credit Agreement (3m Co), Five Year Credit Agreement (3m Co)
Bid Borrowings. (a) The Borrower may from time to time deliver to the Agent a request (a “Bid Borrowing Request”) that the Agent solicit offers to make Bid Loans denominated in Dollars from the Banks. Each such request shall be made no later than 10:00 a.m. on the fourth Business Day before the day of the proposed Bid Borrowing. Each such request shall state (i) the day of the proposed Bid Borrowing (which day shall be a Business Day), (ii) the aggregate amount of the proposed Bid Borrowing, and (iii) the Interest Period or Interest Periods with respect to such Bid Borrowing (and, if more than one Interest Period is to be applicable, the duration of each such Interest Period and the portion of the Bid Borrowing that will be subject to each such Interest Period). Each Bid Borrowing request shall be in an amount equal to an integral multiple of $10,000,000. The Borrower may not request any Bid Borrowing hereunder if (i) the Borrower has made such a request within the preceding 5 Business Days, (ii) the making of the proposed Bid Borrowing would cause more than 3 Bid Borrowings to be outstanding at any one time, (iii) the making of the proposed Bid Borrowing would cause the aggregate principal amount of Bid Borrowings to exceed $100,000,000, or (iv) the making of the proposed Bid Borrowing would cause the Aggregate Outstandings to exceed the Aggregate Commitment Amount.
(b) Promptly following receipt of any Bid Borrowing Request, the Agent shall notify each Bank of the details thereof by telecopy.
(c) Each Bank may (but shall have no obligation to) deliver to the Agent a Bid Loan Quote with respect to any Bid Borrowing Request. The Agent may reject any Bid Loan Quote received after 9:00 a.m. on the third Business Day preceding the proposed Bid Borrowing; provided, however, that no Bid Loan Quote by JPMCBCitibank, in its capacity as a Bank, shall be effective if delivered to the Agent after 8:45 a.m. on the third Business Day preceding the proposed Bid Borrowing. Each Bid Loan Quote shall specify the name of the offering Bank, the date of the proposed Bid Loan, the principal amount of the Bid Loan that the offering Bank proposes to make, and the rate of interest per annum (adjusted to the nearest 1/100th of 1%) to be applicable to the proposed Bid Loan. The Agent shall ignore any Bid Loan Quote that (i) fails to include all of the information required under this paragraph, (ii) contains qualifying, conditional or similar language; (iii) proposes terms other than or in addition to those set forth in the applicable Bid Borrowing Request, or (iv) arrives after the time required above.
(d) The Agent shall notify the Borrower of the terms of any Bid Loan Quote submitted by a Bank that meets the requirements set forth above. Such notice shall include (i) the aggregate principal amount of Bid Loans for which Bid Loan Quotes have been received for each Interest Period specified in the Bid Borrowing Request, (ii) the respective principal amounts and interest rates so offered, and (iii) if applicable, limitations on the aggregate principal amount of Bid Loans for which offers in any single Bid Loan Quote may be accepted. Such notification shall be delivered (x) on the day of receipt, if the Bid Loan Quote is submitted prior to the third Business Day preceding the proposed Bid Borrowing, or (y) no later than 9:30 a.m. on the day of receipt, if the Bid Loan Quote is submitted on the third Business Day preceding the proposed Bid Borrowing.
(e) Not later than 10:00 a.m. on the third Business Day preceding any Bid Borrowing, the Borrower shall notify the Agent in writing or telephonically of its acceptance or rejection of the Bid Loan Quotes. If the Borrower fails to notify the Agent by such time, the Borrower shall be deemed to have rejected each of the Bid Loan Quotes. The Borrower’s acceptance of any Bid Loan Quotes shall specify the aggregate principal amount of offers for each Interest Period that the Borrower accepts. The Borrower may accept any Bid Loan Quote in whole or in part, provided, however, that:
(i) the principal amount of any portion of a Bid Borrowing subject to any given Interest Period may not exceed the corresponding portion specified in the related Bid Borrowing Request;
(ii) the principal amount of each Bid Borrowing (as to all Interest Periods combined) must be equal to an integral multiple of $10,000,000;
(iii) acceptance of Bid Loan Quotes may only be made on the basis of ascending interest rates within each Interest Period; and
(iv) the Borrower may not accept any Bid Loan Quote that fails to comply with the requirements of this Agreement.
(f) If Bid Loan Quotes with the same interest rates with respect to any given Interest Period are submitted by two or more Banks in an aggregate amount greater than that necessary to satisfy the corresponding Bid Borrowing Request, the principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks as nearly as possible (in such amounts not less than $1,000,000 as the Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Absent manifest error, the determination by the Agent of the amount of the Bid Loans accepted with respect to each Bank shall be final.
(g) The Agent shall promptly notify each Bank having submitted a Bid Loan Quote if its offer has been accepted and, if so, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the applicable Bid Borrowing. Each Bank so notified that its Bid Loan Quote has been accepted shall remit the amount of its accepted Bid Loan Quote to the Agent in immediately available funds no later than 2:00 p.m. on the date of such Bid Borrowing. Prior to the close of business on the day of the requested Bid Borrowing, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and the Borrower may from time to time agree. The Agent shall have no obligation (i) to disburse the requested Bid Borrowing if any condition set forth in Section 2.5 has not been satisfied on the day of the requested Bid Borrowing, or (ii) to disburse any portion of a Bid Borrowing for which the Agent has failed to receive funds from the applicable Bank by the time specified above.
(h) The Borrower’s obligation to repay each Bid Loan shall be evidenced by one or more accounts or records maintained by the Bank making such Bid Loan in the ordinary course of business.
(i) The Borrower and the Banks shall from time submit to the Agent such information as the Agent may reasonably request regarding outstanding Bid Loans, including the amounts, interest rates, dates of Borrowing and maturities thereof, for the purpose of allocating amounts received from the Borrower with respect thereto.
(j) Nothing hereunder shall obligate any Bank, or the Banks collectively, to submit any Bid Loan Quotes in response to a Bid Borrowing Request, nor shall any provision hereunder obligate the Borrower to accept any one or more Bid Loan Quotes.
Appears in 1 contract
Samples: Credit Agreement (3m Co)
Bid Borrowings. (a) The Borrower may In addition to Committed Borrowings pursuant to Section 2.01, each Lender severally agrees that the Company may, as set forth in Section 2.04, from time to time deliver on any Business Day during the period commencing on the Closing Date and ending on the Business Day next preceding the Tranche A Termination Date request the Lenders to the Agent a request (a “Bid Borrowing Request”) that the Agent solicit submit offers to make Tranche A Bid Loans denominated in Dollars from to the Banks. Each such request shall be made no later than 10:00 a.m. on Company; provided, however, that the fourth Business Day before the day of the proposed Bid Borrowing. Each such request shall state (i) the day of the proposed Bid Borrowing (which day shall be a Business Day)Lenders may, (ii) the aggregate amount of the proposed Bid Borrowing, and (iii) the Interest Period or Interest Periods with respect to such Bid Borrowing (and, if more than one Interest Period is to be applicable, the duration of each such Interest Period and the portion of the Bid Borrowing that will be subject to each such Interest Period). Each Bid Borrowing request shall be in an amount equal to an integral multiple of $10,000,000. The Borrower may not request any Bid Borrowing hereunder if (i) the Borrower has made such a request within the preceding 5 Business Days, (ii) the making of the proposed Bid Borrowing would cause more than 3 Bid Borrowings to be outstanding at any one time, (iii) the making of the proposed Bid Borrowing would cause the aggregate principal amount of Bid Borrowings to exceed $100,000,000, or (iv) the making of the proposed Bid Borrowing would cause the Aggregate Outstandings to exceed the Aggregate Commitment Amount.
(b) Promptly following receipt of any Bid Borrowing Request, the Agent shall notify each Bank of the details thereof by telecopy.
(c) Each Bank may (but shall have no obligation to) deliver to , submit such offers and the Agent a Bid Loan Quote with respect to Company may, but shall have no obligation to, accept any Bid Borrowing Request. The Agent may reject any Bid Loan Quote received after 9:00 a.m. on the third Business Day preceding the proposed Bid Borrowingsuch offers; and provided, howeverfurther, that at no Bid Loan Quote by JPMCB, in its capacity as a Bank, time shall be effective if delivered to the Agent after 8:45 a.m. on the third Business Day preceding the proposed Bid Borrowing. Each Bid Loan Quote shall specify the name of the offering Bank, the date of the proposed Bid Loan, the principal amount of the Bid Loan that the offering Bank proposes to make, and the rate of interest per annum (adjusted to the nearest 1/100th of 1%) to be applicable to the proposed Bid Loan. The Agent shall ignore any Bid Loan Quote that (i) fails to include all of the information required under this paragraph, (ii) contains qualifying, conditional or similar language; (iii) proposes terms other than or in addition to those set forth in the applicable Bid Borrowing Request, or (iv) arrives after the time required above.a)
(d) The Agent shall notify the Borrower of the terms of any Bid Loan Quote submitted by a Bank that meets the requirements set forth above. Such notice shall include (i) the aggregate principal amount of all Tranche A Bid Loans for which Bid Loan Quotes have been received for each Interest Period specified in the Bid Borrowing Request, made by all Lenders then outstanding plus (ii) the respective principal amounts and interest rates so offered, and (iii) if applicable, limitations on the aggregate principal amount of Bid all Tranche A Loans for which offers in any single Bid Loan Quote may be accepted. Such notification shall be delivered then outstanding plus (xiii) on the day of receipt, if outstanding Tranche A L/C Obligations exceed (b) the Bid Loan Quote is submitted prior to the third Business Day preceding the proposed Bid Borrowing, or (y) no later than 9:30 a.m. on the day of receipt, if the Bid Loan Quote is submitted on the third Business Day preceding the proposed Bid BorrowingAggregate Tranche A Commitments.
(eb) Not later than 10:00 a.m. In addition to Committed Borrowings pursuant to Section 2.01, each Lender severally agrees that the Company may, as set forth in Section 2.04, from time to time on any Business Day during the period commencing on the third Closing Date and ending on the Business Day next preceding the Tranche B Termination Date request the Lenders to submit offers to make Tranche B Bid Loans to the Company; provided, however, that the Lenders may, but shall have no obligation to, submit such offers and the Company may, but shall have no obligation to, accept any Bid Borrowingsuch offers; and provided, the Borrower further, that at no time shall notify the Agent in writing or telephonically of its acceptance or rejection of the Bid Loan Quotes. If the Borrower fails to notify the Agent by such time, the Borrower shall be deemed to have rejected each of the Bid Loan Quotes. The Borrower’s acceptance of any Bid Loan Quotes shall specify (a)(i) the aggregate principal amount of offers for each Interest Period that the Borrower accepts. The Borrower may accept any all Tranche B Bid Loan Quote in whole or in part, provided, however, that:
(i) the principal amount of any portion of a Bid Borrowing subject to any given Interest Period may not exceed the corresponding portion specified in the related Bid Borrowing Request;
Loans made by all Lenders then outstanding plus (ii) the aggregate principal amount of each Bid Borrowing (as to all Interest Periods combined) must be equal to an integral multiple of $10,000,000;
Tranche B Loans then outstanding plus (iii) acceptance of Bid Loan Quotes may only be made on the basis of ascending interest rates within each Interest Period; and
(iv) the Borrower may not accept any Bid Loan Quote that fails to comply with the requirements of this Agreement.
(f) If Bid Loan Quotes with the same interest rates with respect to any given Interest Period are submitted by two or more Banks in an aggregate amount greater than that necessary to satisfy the corresponding Bid Borrowing Request, the principal amount of all 1996 Facility Bid Loans in respect of which such offers are accepted shall be allocated by then outstanding plus (vi) the Agent among such Banks as nearly as possible outstanding Tranche B X/C Obligations exceed (in such amounts not less than $1,000,000 as b) the Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Absent manifest error, the determination by the Agent of the amount of the Bid Loans accepted with respect to each Bank shall be finalAggregate Tranche B Commitments.
(g) The Agent shall promptly notify each Bank having submitted a Bid Loan Quote if its offer has been accepted and, if so, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the applicable Bid Borrowing. Each Bank so notified that its Bid Loan Quote has been accepted shall remit the amount of its accepted Bid Loan Quote to the Agent in immediately available funds no later than 2:00 p.m. on the date of such Bid Borrowing. Prior to the close of business on the day of the requested Bid Borrowing, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and the Borrower may from time to time agree. The Agent shall have no obligation (i) to disburse the requested Bid Borrowing if any condition set forth in Section 2.5 has not been satisfied on the day of the requested Bid Borrowing, or (ii) to disburse any portion of a Bid Borrowing for which the Agent has failed to receive funds from the applicable Bank by the time specified above.
(h) The Borrower’s obligation to repay each Bid Loan shall be evidenced by one or more accounts or records maintained by the Bank making such Bid Loan in the ordinary course of business.
(i) The Borrower and the Banks shall from time submit to the Agent such information as the Agent may reasonably request regarding outstanding Bid Loans, including the amounts, interest rates, dates of Borrowing and maturities thereof, for the purpose of allocating amounts received from the Borrower with respect thereto.
(j) Nothing hereunder shall obligate any Bank, or the Banks collectively, to submit any Bid Loan Quotes in response to a Bid Borrowing Request, nor shall any provision hereunder obligate the Borrower to accept any one or more Bid Loan Quotes.
Appears in 1 contract
Bid Borrowings. (a) The Borrower may In addition to Committed Borrowings pursuant to Section 2.02, each Lender severally agrees that Sunrise may, as set forth in Section 2.08, from time to time deliver request the Lenders prior to the Agent a request (a “Bid Borrowing Request”) that the Agent solicit Final Maturity Date to submit offers to make Bid Loans denominated in Dollars from the Banks. Each such request shall be made no later than 10:00 a.m. on the fourth Business Day before the day of the proposed Bid Borrowing. Each such request shall state (i) the day of the proposed Bid Borrowing (which day shall be a Business Day), (ii) the aggregate amount of the proposed Bid Borrowing, and (iii) the Interest Period or Interest Periods with respect Advances to such Bid Borrowing (andBorrower; provided, if more than one Interest Period is to be applicablehowever, that the duration of each such Interest Period and the portion of the Bid Borrowing that will be subject to each such Interest Period). Each Bid Borrowing request shall be in an amount equal to an integral multiple of $10,000,000. The Borrower may not request any Bid Borrowing hereunder if (i) the Borrower has made such a request within the preceding 5 Business Days-------- ------- Lenders may, (ii) the making of the proposed Bid Borrowing would cause more than 3 Bid Borrowings to be outstanding at any one time, (iii) the making of the proposed Bid Borrowing would cause the aggregate principal amount of Bid Borrowings to exceed $100,000,000, or (iv) the making of the proposed Bid Borrowing would cause the Aggregate Outstandings to exceed the Aggregate Commitment Amount.
(b) Promptly following receipt of any Bid Borrowing Request, the Agent shall notify each Bank of the details thereof by telecopy.
(c) Each Bank may (but shall have no obligation to) deliver , submit such offers and such Borrower may, but shall have no obligation to, accept any such offers; provided, -------- further, that no Bid Advance shall be made if, after giving effect to such Bid ------- Advance and the Agent a other Bid Loan Quote with respect Advances to any Bid Borrowing Request. The Agent may reject any Bid Loan Quote received after 9:00 a.m. on be made by the third Business Day preceding other Lenders as part of the proposed same Bid Borrowing, (a) the Facility Usage shall exceed the Total Commitment, (b) the outstanding aggregate principal amount of all Bid Advances made by all Lenders shall exceed $137,500,000; or (c) the number of Interest Periods for Bid Advances then outstanding plus the number of Interest Periods for Committed Advances then outstanding exceeds 40.
(b) Each Lender may designate one Designated Bidder to have a right to offer and make Bid Advances as a Lender pursuant to Sections 2.07 and 2.08; provided, however, that no Bid Loan Quote by JPMCB, in its capacity as a Bank, shall be effective if delivered to the Agent after 8:45 a.m. on the third Business Day preceding the proposed Bid Borrowing. Each Bid Loan Quote shall specify the name of the offering Bank, the date of the proposed Bid Loan, the principal amount of the Bid Loan that the offering Bank proposes to make, and the rate of interest per annum (adjusted to the nearest 1/100th of 1%) to be applicable to the proposed Bid Loan. The Agent shall ignore any Bid Loan Quote that (i) fails each such Lender shall retain the right to include all of the information required under this paragraphmake Bid -------- ------- Advances as a Lender, (ii) contains qualifying, conditional or similar language; (iii) proposes terms other than or in addition to those set forth in the applicable Bid Borrowing Request, or (iv) arrives after the time required above.
(d) The Agent each such designation shall notify the Borrower be of the terms of any Bid Loan Quote submitted by a Bank that meets the requirements set forth above. Such notice shall include (i) the aggregate principal amount of Bid Loans for which Bid Loan Quotes have been received for each Interest Period specified in the Bid Borrowing Request, (ii) the respective principal amounts and interest rates so offered, Designated Bidder and (iii) if applicablethe parties to each such designation shall execute and deliver to the Agent, limitations on for its acceptance, an agreement and acknowledgment substantially in the aggregate principal amount form of Exhibit N hereto, whereby such Designated Bidder agrees to be bound by the terms and conditions of this Agreement as a Lender for purposes of Bid Loans for which offers in any single Bid Loan Quote may be acceptedAdvances. Such notification Upon the Agent accepting an appropriately completed agreement and acknowledgment, the Designated Bidder shall be delivered deemed to be a direct party to this Agreement as a Lender for purposes of Bid Advances only, and each reference to "Lender" in Section 2.07(a) and 2.08 (xand the defined terms used therein) on the day of receipt, if the Bid Loan Quote is submitted prior shall be deemed to include a reference to each Designated Bidder. Except (A) that each Designated Bidder shall be solely responsible to the third Business Day preceding other parties hereto for the proposed performance of its obligations relating to its Bid BorrowingAdvances, or and (yB) no later than 9:30 a.m. on for the day right of receipt, if the each Designated Bidder to offer and make Bid Loan Quote is submitted on the third Business Day preceding the proposed Bid Borrowing.
Advances (e) Not later than 10:00 a.m. on the third Business Day preceding any Bid Borrowing, the Borrower shall notify and receive notices directly from the Agent in writing or telephonically of connection therewith) and to receive payments as a Lender with respect to its acceptance or rejection of the Bid Loan Quotes. If the Borrower fails to notify the Agent by such timeAdvances, the Borrower each Designated Bidder shall be deemed to have rejected each of only the Bid Loan Quotes. The Borrower’s acceptance of any Bid Loan Quotes shall specify the aggregate principal amount of offers for each Interest Period that the Borrower accepts. The Borrower may accept any Bid Loan Quote in whole or in part, provided, however, that:
(i) the principal amount of any portion rights of a Bid Borrowing subject to any given Interest Period may not exceed the corresponding portion specified participant in the related Bid Borrowing Request;
(ii) the principal amount of each Bid Borrowing (as to all Interest Periods combined) must be equal to an integral multiple of $10,000,000;
(iii) acceptance of Bid Loan Quotes may only be made on the basis of ascending interest rates within each Interest Period; and
(iv) the Borrower may not accept any Bid Loan Quote that fails to comply with the requirements of this Agreement.
(f) If Bid Loan Quotes with the same interest rates with respect to any given Interest Period are submitted by two or more Banks in an aggregate amount greater than that necessary to satisfy the corresponding Bid Borrowing Request, the principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks as nearly as possible (in such amounts not less than $1,000,000 as the Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Absent manifest error, the determination by the Agent of the amount of the Bid Loans accepted with respect to each Bank shall be final.
(g) The Agent shall promptly notify each Bank having submitted a Bid Loan Quote if its offer has been accepted andhereunder, if soas set forth in (and limited by) Section 11.08(g) (but with no rights under Section 2.13(a), of the amount of the Bid Loan 3.07, 11.02, 11.08, 11.10 or Bid Loans to be made by it on the date of the applicable Bid Borrowing. Each Bank so notified that its Bid Loan Quote has been accepted shall remit the amount of its accepted Bid Loan Quote to the Agent in immediately available funds no later than 2:00 p.m. on the date of such Bid Borrowing. Prior to the close of business on the day of the requested Bid Borrowing11.14), and the Agent shall disburse be entitled to deal solely with the Lender designating such funds Designated Bidder for all matters, including voting. Upon the request of the Designated Bidder made through the Agent, Sunrise shall execute and deliver a Bid Advance Note to evidence Bid Advances made by crediting the same each Designated Bidder. A Lender may revoke any designation of a Designated Bidder at any time upon written notice to the Borrower’s demand deposit account maintained with Agent, but such revocation shall not affect the Agent or in such other manner as the Agent rights and the Borrower may from time to time agree. The Agent shall have no obligation (i) to disburse the requested Bid Borrowing if any condition set forth in Section 2.5 has not been satisfied on the day of the requested Bid Borrowing, or (ii) to disburse any portion obligations of a Designated Bidder as to any of its Bid Borrowing for which the Agent has failed to receive funds from the applicable Bank by the time specified aboveAdvances remaining outstanding.
(h) The Borrower’s obligation to repay each Bid Loan shall be evidenced by one or more accounts or records maintained by the Bank making such Bid Loan in the ordinary course of business.
(i) The Borrower and the Banks shall from time submit to the Agent such information as the Agent may reasonably request regarding outstanding Bid Loans, including the amounts, interest rates, dates of Borrowing and maturities thereof, for the purpose of allocating amounts received from the Borrower with respect thereto.
(j) Nothing hereunder shall obligate any Bank, or the Banks collectively, to submit any Bid Loan Quotes in response to a Bid Borrowing Request, nor shall any provision hereunder obligate the Borrower to accept any one or more Bid Loan Quotes.
Appears in 1 contract
Bid Borrowings. (a) The Borrower may In addition to Committed Borrowings pursuant to Section 2.01, each Lender severally agrees that the Company may, as set forth in Section 2.04, from time to time deliver on any Business Day during the period commencing on the Closing Date and ending on the Business Day next preceding the Tranche A Termination Date request the Lenders to the Agent a request (a “Bid Borrowing Request”) that the Agent solicit submit offers to make Tranche A Bid Loans denominated in Dollars from to the Banks. Each such request shall be made no later than 10:00 a.m. on Company; provided, however, that the fourth Business Day before the day of the proposed Bid Borrowing. Each such request shall state (i) the day of the proposed Bid Borrowing (which day shall be a Business Day)Lenders may, (ii) the aggregate amount of the proposed Bid Borrowing, and (iii) the Interest Period or Interest Periods with respect to such Bid Borrowing (and, if more than one Interest Period is to be applicable, the duration of each such Interest Period and the portion of the Bid Borrowing that will be subject to each such Interest Period). Each Bid Borrowing request shall be in an amount equal to an integral multiple of $10,000,000. The Borrower may not request any Bid Borrowing hereunder if (i) the Borrower has made such a request within the preceding 5 Business Days, (ii) the making of the proposed Bid Borrowing would cause more than 3 Bid Borrowings to be outstanding at any one time, (iii) the making of the proposed Bid Borrowing would cause the aggregate principal amount of Bid Borrowings to exceed $100,000,000, or (iv) the making of the proposed Bid Borrowing would cause the Aggregate Outstandings to exceed the Aggregate Commitment Amount.
(b) Promptly following receipt of any Bid Borrowing Request, the Agent shall notify each Bank of the details thereof by telecopy.
(c) Each Bank may (but shall have no obligation to) deliver to , submit such offers and the Agent a Bid Loan Quote with respect to Company may, but shall have no obligation to, accept any Bid Borrowing Request. The Agent may reject any Bid Loan Quote received after 9:00 a.m. on the third Business Day preceding the proposed Bid Borrowingsuch offers; and provided, howeverfurther, that at no Bid Loan Quote by JPMCB, in its capacity as a Bank, time shall be effective if delivered to the Agent after 8:45 a.m. on the third Business Day preceding the proposed Bid Borrowing. Each Bid Loan Quote shall specify the name of the offering Bank, the date of the proposed Bid Loan, the principal amount of the Bid Loan that the offering Bank proposes to make, and the rate of interest per annum (adjusted to the nearest 1/100th of 1%) to be applicable to the proposed Bid Loan. The Agent shall ignore any Bid Loan Quote that (i) fails to include all of the information required under this paragraph, (ii) contains qualifying, conditional or similar language; (iii) proposes terms other than or in addition to those set forth in the applicable Bid Borrowing Request, or (iv) arrives after the time required above.a)
(d) The Agent shall notify the Borrower of the terms of any Bid Loan Quote submitted by a Bank that meets the requirements set forth above. Such notice shall include (i) the aggregate principal amount of all Tranche A Bid Loans for which Bid Loan Quotes have been received for each Interest Period specified in the Bid Borrowing Request, made by all Lenders then outstanding plus (ii) the respective principal amounts and interest rates so offered, and (iii) if applicable, limitations on the aggregate principal amount of Bid all Tranche A Loans for which offers in any single Bid Loan Quote may be accepted. Such notification shall be delivered then outstanding plus (xiii) on the day of receipt, if outstanding Tranche A L/C Obligations exceed (b) the Bid Loan Quote is submitted prior to the third Business Day preceding the proposed Bid Borrowing, or (y) no later than 9:30 a.m. on the day of receipt, if the Bid Loan Quote is submitted on the third Business Day preceding the proposed Bid BorrowingAggregate Tranche A Commitments.
(eb) Not later than 10:00 a.m. In addition to Committed Borrowings pursuant to Section 2.01, each Lender severally agrees that the Company may, as set forth in Section 2.04, from time to time on any Business Day during the period commencing on the third Closing Date and ending on the Business Day next preceding the Tranche B Termination Date request the Lenders to submit offers to make Tranche B Bid Loans to the Company; provided, however, that the Lenders may, but shall have no obligation to, submit such offers and the Company may, but shall have no obligation to, accept any Bid Borrowingsuch offers; and provided, the Borrower further, that at no time shall notify the Agent in writing or telephonically of its acceptance or rejection of the Bid Loan Quotes. If the Borrower fails to notify the Agent by such time, the Borrower shall be deemed to have rejected each of the Bid Loan Quotes. The Borrower’s acceptance of any Bid Loan Quotes shall specify (a)(i) the aggregate principal amount of offers for each Interest Period that the Borrower accepts. The Borrower may accept any all Tranche B Bid Loan Quote in whole or in part, provided, however, that:
(i) the principal amount of any portion of a Bid Borrowing subject to any given Interest Period may not exceed the corresponding portion specified in the related Bid Borrowing Request;
Loans made by all Lenders then outstanding plus (ii) the aggregate principal amount of each Bid Borrowing (as to all Interest Periods combined) must be equal to an integral multiple of $10,000,000;
Tranche B Loans then outstanding plus (iii) acceptance of Bid Loan Quotes may only be made on the basis of ascending interest rates within each Interest Period; and
(iv) the Borrower may not accept any Bid Loan Quote that fails to comply with the requirements of this Agreement.
(f) If Bid Loan Quotes with the same interest rates with respect to any given Interest Period are submitted by two or more Banks in an aggregate amount greater than that necessary to satisfy the corresponding Bid Borrowing Request, the principal amount of all 1996 Facility Bid Loans in respect of which such offers are accepted shall be allocated by then outstanding plus (vi) the Agent among such Banks as nearly as possible outstanding Tranche X X/C Obligations exceed (in such amounts not less than $1,000,000 as b) the Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Absent manifest error, the determination by the Agent of the amount of the Bid Loans accepted with respect to each Bank shall be finalAggregate Tranche B Commitments.
(g) The Agent shall promptly notify each Bank having submitted a Bid Loan Quote if its offer has been accepted and, if so, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the applicable Bid Borrowing. Each Bank so notified that its Bid Loan Quote has been accepted shall remit the amount of its accepted Bid Loan Quote to the Agent in immediately available funds no later than 2:00 p.m. on the date of such Bid Borrowing. Prior to the close of business on the day of the requested Bid Borrowing, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and the Borrower may from time to time agree. The Agent shall have no obligation (i) to disburse the requested Bid Borrowing if any condition set forth in Section 2.5 has not been satisfied on the day of the requested Bid Borrowing, or (ii) to disburse any portion of a Bid Borrowing for which the Agent has failed to receive funds from the applicable Bank by the time specified above.
(h) The Borrower’s obligation to repay each Bid Loan shall be evidenced by one or more accounts or records maintained by the Bank making such Bid Loan in the ordinary course of business.
(i) The Borrower and the Banks shall from time submit to the Agent such information as the Agent may reasonably request regarding outstanding Bid Loans, including the amounts, interest rates, dates of Borrowing and maturities thereof, for the purpose of allocating amounts received from the Borrower with respect thereto.
(j) Nothing hereunder shall obligate any Bank, or the Banks collectively, to submit any Bid Loan Quotes in response to a Bid Borrowing Request, nor shall any provision hereunder obligate the Borrower to accept any one or more Bid Loan Quotes.
Appears in 1 contract
Bid Borrowings. (a) The Borrower may In addition to Committed Borrowings pursuant to Section 2.02, each Lender severally agrees that Sunrise may, as set forth in Section 2.08, from time to time deliver request the Lenders prior to the Agent a request (a “Bid Borrowing Request”) that the Agent solicit Final Maturity Date to submit offers to make Bid Loans denominated in Dollars from the Banks. Each such request shall be made no later than 10:00 a.m. on the fourth Business Day before the day of the proposed Bid Borrowing. Each such request shall state (i) the day of the proposed Bid Borrowing (which day shall be a Business Day), (ii) the aggregate amount of the proposed Bid Borrowing, and (iii) the Interest Period or Interest Periods with respect Advances to such Bid Borrowing (andBorrower; PROVIDED, if more than one Interest Period is to be applicableHOWEVER, that the duration of each such Interest Period and the portion of the Bid Borrowing that will be subject to each such Interest Period). Each Bid Borrowing request shall be in an amount equal to an integral multiple of $10,000,000. The Borrower may not request any Bid Borrowing hereunder if (i) the Borrower has made such a request within the preceding 5 Business DaysLenders may, (ii) the making of the proposed Bid Borrowing would cause more than 3 Bid Borrowings to be outstanding at any one time, (iii) the making of the proposed Bid Borrowing would cause the aggregate principal amount of Bid Borrowings to exceed $100,000,000, or (iv) the making of the proposed Bid Borrowing would cause the Aggregate Outstandings to exceed the Aggregate Commitment Amount.
(b) Promptly following receipt of any Bid Borrowing Request, the Agent shall notify each Bank of the details thereof by telecopy.
(c) Each Bank may (but shall have no obligation to) deliver to the Agent a Bid Loan Quote with respect to , submit such offers and such Borrower may, but shall have no obligation to, accept any Bid Borrowing Request. The Agent may reject any Bid Loan Quote received after 9:00 a.m. on the third Business Day preceding the proposed Bid Borrowingsuch offers; providedPROVIDED, howeverFURTHER, that no Bid Loan Quote by JPMCB, in its capacity as a Bank, Advance shall be effective if delivered made if, after giving effect to such Bid Advance and the Agent after 8:45 a.m. on other Bid Advances to be made by the third Business Day preceding other Lenders as part of the proposed same Bid Borrowing. Each Bid Loan Quote , (a) the Facility Usage shall specify exceed the name of Total Commitment, (b) the offering Bank, the date of the proposed Bid Loan, the outstanding aggregate principal amount of all Bid Advances made by all Lenders shall exceed $137,500,000; or (c) the number of Interest Periods for Bid Loan that Advances then outstanding plus the offering Bank proposes number of Interest Periods for Committed Advances then outstanding exceeds 40.
(b) Each Lender may designate one Designated Bidder to makehave a right to offer and make Bid Advances as a Lender pursuant to Sections 2.07 and 2.08; PROVIDED, and the rate of interest per annum (adjusted to the nearest 1/100th of 1%) to be applicable to the proposed Bid Loan. The Agent shall ignore any Bid Loan Quote HOWEVER, that (i) fails each such Lender shall retain the right to include all of the information required under this paragraphmake Bid Advances as a Lender, (ii) contains qualifying, conditional or similar language; (iii) proposes terms other than or in addition to those set forth in the applicable Bid Borrowing Request, or (iv) arrives after the time required above.
(d) The Agent each such designation shall notify the Borrower be of the terms of any Bid Loan Quote submitted by a Bank that meets the requirements set forth above. Such notice shall include (i) the aggregate principal amount of Bid Loans for which Bid Loan Quotes have been received for each Interest Period specified in the Bid Borrowing Request, (ii) the respective principal amounts and interest rates so offered, Designated Bidder and (iii) if applicablethe parties to each such designation shall execute and deliver to the Agent, limitations on for its acceptance, an agreement and acknowledgment substantially in the aggregate principal amount form of Exhibit N hereto, whereby such Designated Bidder agrees to be bound by the terms and conditions of this Agreement as a Lender for purposes of Bid Loans for which offers in any single Bid Loan Quote may be acceptedAdvances. Such notification Upon the Agent accepting an appropriately completed agreement and acknowledgment, the Designated Bidder shall be delivered deemed to be a direct party to this Agreement as a Lender for purposes of Bid Advances only, and each reference to "Lender" in Section 2.07(a) and 2.08 (xand the defined terms used therein) on the day of receipt, if the Bid Loan Quote is submitted prior shall be deemed to include a reference to each Designated Bidder. Except (A) that each Designated Bidder shall be solely responsible to the third Business Day preceding other parties hereto for the proposed performance of its obligations relating to its Bid BorrowingAdvances, or and (yB) no later than 9:30 a.m. on for the day right of receipt, if the each Designated Bidder to offer and make Bid Loan Quote is submitted on the third Business Day preceding the proposed Bid Borrowing.
Advances (e) Not later than 10:00 a.m. on the third Business Day preceding any Bid Borrowing, the Borrower shall notify and receive notices directly from the Agent in writing or telephonically of connection therewith) and to receive payments as a Lender with respect to its acceptance or rejection of the Bid Loan Quotes. If the Borrower fails to notify the Agent by such timeAdvances, the Borrower each Designated Bidder shall be deemed to have rejected each of only the Bid Loan Quotes. The Borrower’s acceptance of any Bid Loan Quotes shall specify the aggregate principal amount of offers for each Interest Period that the Borrower accepts. The Borrower may accept any Bid Loan Quote in whole or in part, provided, however, that:
(i) the principal amount of any portion rights of a Bid Borrowing subject to any given Interest Period may not exceed the corresponding portion specified participant in the related Bid Borrowing Request;
(ii) the principal amount of each Bid Borrowing (as to all Interest Periods combined) must be equal to an integral multiple of $10,000,000;
(iii) acceptance of Bid Loan Quotes may only be made on the basis of ascending interest rates within each Interest Period; and
(iv) the Borrower may not accept any Bid Loan Quote that fails to comply with the requirements of this Agreement.
(f) If Bid Loan Quotes with the same interest rates with respect to any given Interest Period are submitted by two or more Banks in an aggregate amount greater than that necessary to satisfy the corresponding Bid Borrowing Request, the principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks as nearly as possible (in such amounts not less than $1,000,000 as the Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Absent manifest error, the determination by the Agent of the amount of the Bid Loans accepted with respect to each Bank shall be final.
(g) The Agent shall promptly notify each Bank having submitted a Bid Loan Quote if its offer has been accepted andAdvance hereunder, if soas set forth in (and limited by) Section 11.08(g) (but with no rights under Section 2.13(a), of the amount of the Bid Loan 3.07, 11.02, 11.08, 11.10 or Bid Loans to be made by it on the date of the applicable Bid Borrowing. Each Bank so notified that its Bid Loan Quote has been accepted shall remit the amount of its accepted Bid Loan Quote to the Agent in immediately available funds no later than 2:00 p.m. on the date of such Bid Borrowing. Prior to the close of business on the day of the requested Bid Borrowing11.14), and the Agent shall disburse be entitled to deal solely with the Lender designating such funds Designated Bidder for all matters, including voting. Upon the request of the Designated Bidder made through the Agent, Sunrise shall execute and deliver a Bid Advance Note to evidence Bid Advances made by crediting the same each Designated Bidder. A Lender may revoke any designation of a Designated Bidder at any time upon written notice to the Borrower’s demand deposit account maintained with Agent, but such revocation shall not affect the Agent or in such other manner as the Agent rights and the Borrower may from time to time agree. The Agent shall have no obligation (i) to disburse the requested Bid Borrowing if any condition set forth in Section 2.5 has not been satisfied on the day of the requested Bid Borrowing, or (ii) to disburse any portion obligations of a Designated Bidder as to any of its Bid Borrowing for which the Agent has failed to receive funds from the applicable Bank by the time specified aboveAdvances remaining outstanding.
(h) The Borrower’s obligation to repay each Bid Loan shall be evidenced by one or more accounts or records maintained by the Bank making such Bid Loan in the ordinary course of business.
(i) The Borrower and the Banks shall from time submit to the Agent such information as the Agent may reasonably request regarding outstanding Bid Loans, including the amounts, interest rates, dates of Borrowing and maturities thereof, for the purpose of allocating amounts received from the Borrower with respect thereto.
(j) Nothing hereunder shall obligate any Bank, or the Banks collectively, to submit any Bid Loan Quotes in response to a Bid Borrowing Request, nor shall any provision hereunder obligate the Borrower to accept any one or more Bid Loan Quotes.
Appears in 1 contract
Bid Borrowings. (a) The Borrower may In addition to Committed Borrowings pursuant to Section 2.01, each Lender severally agrees that the Company may, as set forth in Section 2.04, from time to time deliver on any Business Day during the period commencing on the Closing Date and ending on the Business Day next preceding the Tranche A Termination Date request the Lenders to the Agent a request (a “Bid Borrowing Request”) that the Agent solicit submit offers to make Tranche A Bid Loans denominated in Dollars from to the Banks. Each such request shall be made no later than 10:00 a.m. on Company; provided, however, that the fourth Business Day before the day of the proposed Bid Borrowing. Each such request shall state (i) the day of the proposed Bid Borrowing (which day shall be a Business Day)Lenders may, (ii) the aggregate amount of the proposed Bid Borrowing, and (iii) the Interest Period or Interest Periods with respect to such Bid Borrowing (and, if more than one Interest Period is to be applicable, the duration of each such Interest Period and the portion of the Bid Borrowing that will be subject to each such Interest Period). Each Bid Borrowing request shall be in an amount equal to an integral multiple of $10,000,000. The Borrower may not request any Bid Borrowing hereunder if (i) the Borrower has made such a request within the preceding 5 Business Days, (ii) the making of the proposed Bid Borrowing would cause more than 3 Bid Borrowings to be outstanding at any one time, (iii) the making of the proposed Bid Borrowing would cause the aggregate principal amount of Bid Borrowings to exceed $100,000,000, or (iv) the making of the proposed Bid Borrowing would cause the Aggregate Outstandings to exceed the Aggregate Commitment Amount.
(b) Promptly following receipt of any Bid Borrowing Request, the Agent shall notify each Bank of the details thereof by telecopy.
(c) Each Bank may (but shall have no obligation to) deliver to , submit such offers and the Agent a Bid Loan Quote with respect to Company may, but shall have no obligation to, accept any Bid Borrowing Request. The Agent may reject any Bid Loan Quote received after 9:00 a.m. on the third Business Day preceding the proposed Bid Borrowingsuch offers; and provided, howeverfurther, that at no Bid Loan Quote by JPMCB, in its capacity as a Bank, time shall be effective if delivered to the Agent after 8:45 a.m. on the third Business Day preceding the proposed Bid Borrowing. Each Bid Loan Quote shall specify the name of the offering Bank, the date of the proposed Bid Loan, the principal amount of the Bid Loan that the offering Bank proposes to make, and the rate of interest per annum (adjusted to the nearest 1/100th of 1%) to be applicable to the proposed Bid Loan. The Agent shall ignore any Bid Loan Quote that (i) fails to include all of the information required under this paragraph, (ii) contains qualifying, conditional or similar language; (iii) proposes terms other than or in addition to those set forth in the applicable Bid Borrowing Request, or (iv) arrives after the time required above.a)
(d) The Agent shall notify the Borrower of the terms of any Bid Loan Quote submitted by a Bank that meets the requirements set forth above. Such notice shall include (i) the aggregate principal amount of all Tranche A Bid Loans for which Bid Loan Quotes have been received for each Interest Period specified in the Bid Borrowing Request, made by all Lenders then outstanding plus (ii) the respective principal amounts and interest rates so offered, and (iii) if applicable, limitations on the aggregate principal amount of Bid all Tranche A Loans for which offers in any single Bid Loan Quote may be accepted. Such notification shall be delivered then outstanding plus (xiii) on the day of receipt, if outstanding Tranche A L/C Obligations exceed (b) the Bid Loan Quote is submitted prior to the third Business Day preceding the proposed Bid Borrowing, or (y) no later than 9:30 a.m. on the day of receipt, if the Bid Loan Quote is submitted on the third Business Day preceding the proposed Bid BorrowingAggregate Tranche A Commitments.
(eb) Not later than 10:00 a.m. In addition to Committed Borrowings pursuant to Section 2.01, each Lender severally agrees that the Company may, as set forth in Section 2.04, from time to time on any Business Day during the period commencing on the third Closing Date and ending on the Business Day next preceding the Tranche B Termination Date request the Lenders to submit offers to make Tranche B Bid Loans to the Company; provided, however, that the Lenders may, but shall have no obligation to, submit such offers and the Company may, but shall have no obligation to, accept any Bid Borrowingsuch offers; and provided, the Borrower further, that at no time shall notify the Agent in writing or telephonically of its acceptance or rejection of the Bid Loan Quotes. If the Borrower fails to notify the Agent by such time, the Borrower shall be deemed to have rejected each of the Bid Loan Quotes. The Borrower’s acceptance of any Bid Loan Quotes shall specify (a)(i) the aggregate principal amount of offers for each Interest Period that the Borrower accepts. The Borrower may accept any all Tranche B Bid Loan Quote in whole or in part, provided, however, that:
(i) the principal amount of any portion of a Bid Borrowing subject to any given Interest Period may not exceed the corresponding portion specified in the related Bid Borrowing Request;
Loans made by all Lenders then outstanding plus (ii) the aggregate principal amount of each Bid Borrowing (as to all Interest Periods combined) must be equal to an integral multiple of $10,000,000;
Tranche B Loans then outstanding plus (iii) acceptance of Bid Loan Quotes may only be made on the basis of ascending interest rates within each Interest Period; and
outstanding Tranche B L/C Obligations exceed (ivb) the Borrower may not accept any Bid Loan Quote that fails to comply with the requirements of this AgreementAggregate Tranche B Commitments.
(f) If Bid Loan Quotes with the same interest rates with respect to any given Interest Period are submitted by two or more Banks in an aggregate amount greater than that necessary to satisfy the corresponding Bid Borrowing Request, the principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks as nearly as possible (in such amounts not less than $1,000,000 as the Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Absent manifest error, the determination by the Agent of the amount of the Bid Loans accepted with respect to each Bank shall be final.
(g) The Agent shall promptly notify each Bank having submitted a Bid Loan Quote if its offer has been accepted and, if so, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the applicable Bid Borrowing. Each Bank so notified that its Bid Loan Quote has been accepted shall remit the amount of its accepted Bid Loan Quote to the Agent in immediately available funds no later than 2:00 p.m. on the date of such Bid Borrowing. Prior to the close of business on the day of the requested Bid Borrowing, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and the Borrower may from time to time agree. The Agent shall have no obligation (i) to disburse the requested Bid Borrowing if any condition set forth in Section 2.5 has not been satisfied on the day of the requested Bid Borrowing, or (ii) to disburse any portion of a Bid Borrowing for which the Agent has failed to receive funds from the applicable Bank by the time specified above.
(h) The Borrower’s obligation to repay each Bid Loan shall be evidenced by one or more accounts or records maintained by the Bank making such Bid Loan in the ordinary course of business.
(i) The Borrower and the Banks shall from time submit to the Agent such information as the Agent may reasonably request regarding outstanding Bid Loans, including the amounts, interest rates, dates of Borrowing and maturities thereof, for the purpose of allocating amounts received from the Borrower with respect thereto.
(j) Nothing hereunder shall obligate any Bank, or the Banks collectively, to submit any Bid Loan Quotes in response to a Bid Borrowing Request, nor shall any provision hereunder obligate the Borrower to accept any one or more Bid Loan Quotes.
Appears in 1 contract
Bid Borrowings. (a) In order to request the Lenders to submit Bids to make Bid Loans hereunder, the Borrower will give the Agent written notice not later than 11:00 a.m., Charlotte time, (y) five (5) Business Days prior to the requested Bid Borrowing, in the case of a LIBOR Auction, or (z) two (2) Business Days prior to the requested Bid Borrowing, in the case of an Absolute Rate Auction. The Borrower may from time to time deliver to the Agent a request (a “Bid Borrowing Request”) that the Agent solicit offers to make Bid Loans denominated for up to three (3) separate Interest Periods in Dollars from the Banks. Each a single notice, and each such request for offers for a separate Interest Period shall be made no later than 10:00 a.m. on the fourth Business Day before the day of the proposed deemed a request for a separate Bid Borrowing. Each such request notice (each, a "Bid Request") shall state be given in the form of EXHIBIT C-1 and shall specify, with respect to each requested Bid Borrowing for a particular Interest Period:
(i) the day of the proposed Interest Period to be applicable to such Bid Borrowing (which day shall be a Business Day), Borrowing;
(ii) the aggregate amount of the proposed such requested Bid Borrowing, and which shall not (with respect to any single Interest Period) be less than $10,000,000 or, if greater, an integral multiple of $5,000,000 in excess thereof, but shall not cause the limits specified in SECTION 2.1(B) to be exceeded;
(iii) whether the Interest Period or Interest Periods with respect to such Bid Borrowing (and, if more than one requested for a particular Interest Period is to be applicable, the duration comprised of each such Interest Period and the portion of the LIBOR Bid Borrowing that will be subject to each such Interest Period). Each Bid Borrowing request shall be in an amount equal to an integral multiple of $10,000,000. The Borrower may not request any Bid Borrowing hereunder if (i) the Borrower has made such a request within the preceding 5 Business Days, (ii) the making of the proposed Bid Borrowing would cause more than 3 Bid Borrowings to be outstanding at any one time, (iii) the making of the proposed Bid Borrowing would cause the aggregate principal amount of Bid Borrowings to exceed $100,000,000, Loans or Absolute Rate Loans; and
(iv) the making of the proposed requested Borrowing Date, which shall be a Business Day; PROVIDED, HOWEVER, that (x) no Interest Period applicable to any Bid Borrowing shall expire on a date later than the first (1st) Business Day prior to the Maturity Date, (y) the Borrower may not submit a Bid Request within five (5) Business Days after the date of submission of any previous Bid Request, and (z) no Bid Borrowing shall be made if, immediately after giving effect thereto, there would cause be outstanding Bid Loans having more than four (4) separate Interest Periods or outstanding LIBOR Committed Loans and Bid Loans together having more than eight (8) separate Interest Periods (for which purpose Interest Periods applicable to LIBOR Committed Loans and Interest Periods applicable to Bid Loans shall be deemed to be separate Interest Periods even if they are coterminous). A Bid Request not given in the Aggregate Outstandings to exceed form of EXHIBIT C-1 or otherwise not given in compliance with the Aggregate Commitment Amountrequirements of this subsection (a) may be rejected by the Agent in its sole discretion, and the Agent shall promptly notify the Borrower of any such rejection.
(b) Promptly following Upon receipt of any a Bid Borrowing RequestRequest that is not rejected as aforesaid, the Agent will promptly deliver to the Lenders a notice in substantially the form of EXHIBIT C-2 (each such notice, an "Invitation for Bids"), the delivery of which shall notify constitute an invitation by the Borrower to each Bank Lender to submit Bids, on the terms and subject to the conditions of the details thereof by telecopythis Agreement, offering to make Bid Loans pursuant to such Bid Request.
(c) Each Bank Lender may, at its discretion, submit a Bid containing an offer or offers to make Bid Loans in response to any Invitation for Bids; provided that such Lender may submit a single Bid containing an offer or offers to make up to three separate Bid Loans for each Interest Period specified in the relevant Bid Request. Each Bid must comply with the requirements of this subsection (but shall have no obligation toc) deliver and must be submitted to the Agent in writing (by facsimile transmission or otherwise) not later than 10:30 a.m., Charlotte time, (y) three (3) Business Days prior to the requested Borrowing Date, in the case of a Bid Loan Quote with respect to any Bid Borrowing Request. The Agent may reject any Bid Loan Quote received after 9:00 a.m. LIBOR Auction, or (z) on the third Business Day preceding requested Borrowing Date, in the proposed Bid Borrowingcase of an Absolute Rate Auction; provided, however, that no Bid Loan Quote Bids submitted by JPMCB, the Agent (or any Affiliate of the Agent) in its capacity as a BankLender may be submitted only if the Agent or such Affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than 10:15 a.m., Charlotte time, (y) three (3) Business Days prior to the requested Bid Borrowing, in the case of a LIBOR Auction, or (z) on the requested Borrowing Date, in the case of an Absolute Rate Auction. Each Bid by a Lender shall (subject to the conditions of ARTICLE III and SECTION 7.1) be irrevocable, shall be effective if delivered submitted in substantially the form of EXHIBIT C-3 and shall specify:
(i) the identity of such Lender;
(ii) the Interest Period with respect to the Agent after 8:45 a.m. on the third Business Day preceding the proposed Bid Borrowing. Each each Bid Loan Quote shall specify the name of the offering Bank, the date of the proposed for which such Bid Loanis being made;
(iii) with respect to each such Interest Period, the principal amount of each Bid Loan for which such Bid is being made, which principal amounts shall, in the aggregate with respect to each such Interest Period, be not less than $10,000,000 or, if greater, in an integral multiple of $5,000,000 in excess thereof, provided that (y) the aggregate principal amount of all Bid Loans for which a Bid is submitted may be equal to, greater than or less than the Commitment of such Lender, and (z) the aggregate principal amount of all Bid Loans offered by such Lender for a single Interest Period shall not exceed the requested principal amount of the Bid Loan that Borrowing for such Interest Period;
(iv) in the offering Bank proposes case of a LIBOR Auction, the margin above or below the applicable LIBOR Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed as a percentage (rounded to makethe nearest 1/1000 of 1%) to be added to or subtracted from the applicable LIBOR Rate;
(v) in the case of an Absolute Rate Auction, and the fixed rate of interest per annum (adjusted rounded to the nearest 1/100th 1/1000th of 1%) to be applicable to offered for each such Bid Loan (the "Absolute Rate"); and
(vi) the proposed Borrowing Date. A Bid Loan. The shall be disregarded by the Agent shall ignore any Bid Loan Quote that if it (iw) is not given substantially in the form of EXHIBIT C-3 or fails to include specify all of the information required under by this paragraphsubsection (c), (iix) contains qualifying, conditional or similar language; , (iiiy) proposes terms other than or in addition to those set forth in the applicable Bid Borrowing RequestInvitation for Bids (other than setting forth separate offers for any Interest Period as contemplated by the preceding sentence), or (ivz) arrives is submitted to the Agent after 10:30 a.m., Charlotte time, (i) three (3) Business Days prior to the time required aboverequested Borrowing Date, in the case of a LIBOR Auction, or (ii) on the requested Borrowing Date, in the case of an Absolute Rate Auction.
(d) The Promptly upon receipt thereof and in any event not later than 11:00 a.m., Charlotte time, (y) three (3) Business Days prior to the requested Borrowing Date, in the case of a LIBOR Auction, or (z) on the requested Borrowing Date, in the case of an Absolute Rate Auction, the Agent shall will notify the Borrower of the terms (i) of any Bid Loan Quote each Bid, if any, submitted by a Bank Lender in compliance with the provisions of subsection (c) above, and (ii) of each Bid, if any, submitted by a Lender that meets amends, modifies or is otherwise inconsistent with a previous Bid submitted by such Lender with respect to the requirements set forth same Bid Request. Any such subsequent Bid shall be disregarded by the Agent unless such subsequent Bid is submitted solely to correct a manifest error in such former Bid and is timely received as provided in subsection (c) above. Such The Agent's notice to the Borrower shall include (i) specify the aggregate principal amount of each Bid Loans for Borrowing in respect of which Bid Loan Quotes have been received Bids were made for each Interest Period specified in the relevant Bid Borrowing Request, (ii) the respective principal amounts and interest rates LIBOR Bid Margins or Absolute Rates, as the case may be, so offered, and (iii) if applicable, limitations on the aggregate principal amount identity of Bid Loans for which offers in any single Bid Loan Quote may be accepted. Such notification shall be delivered (x) on the day of receipt, if the Bid Loan Quote is submitted prior to the third Business Day preceding the proposed Bid Borrowing, or (y) no later than 9:30 a.m. on the day of receipt, if the Bid Loan Quote is submitted on the third Business Day preceding the proposed Bid BorrowingLender that made each such Bid.
(e) Not later than 10:00 a.m. 11:30 a.m., Charlotte time, (y) three (3) Business Days prior to the requested Borrowing Date, in the case of a LIBOR Auction, or (z) on the third Business Day preceding any Bid Borrowingrequested Borrowing Date, in the case of an Absolute Rate Auction, the Borrower shall will notify the Agent in writing or telephonically of its acceptance or rejection of the Bid Loan Quotesoffers referred to in subsection (d) above. If The Borrower shall be under no obligation to accept any offer and may choose to reject all offers, provided that the failure by the Borrower fails to notify the Agent by give such time, the Borrower notice in a timely manner shall be deemed to have rejected each constitute a rejection of all Bids. In the Bid Loan Quotes. The Borrower’s acceptance case of any Bid Loan Quotes acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that the Borrower acceptsare accepted. The Borrower may accept any Bid Loan Quote in whole or in part, provided, however, subject to the limitations on the aggregate outstanding principal amount of Bid Loans set forth in SECTION 2.1(B) and provided that:
(i) the aggregate principal amount of any portion of a each Bid Borrowing subject with regard to any given each Interest Period may shall not exceed the corresponding portion specified applicable amount set forth in the related Bid Borrowing Request;
(ii) the aggregate principal amount of each Bid Borrowing (as to all Interest Periods combined) must shall not be equal to less than $10,000,000 or, if greater, an integral multiple of $10,000,0005,000,000 in excess thereof (subject to the provisions of clause (v) below);
(iii) acceptance of Bid Loan Quotes Bids may only be made only on the basis of ascending interest rates (i.e., from the lowest effective yield to the highest) LIBOR Bid Margins or Absolute Rates within each Interest Period; and, as the case may be;
(iv) the Borrower may not accept any Bid Loan Quote that is required to be disregarded under the provisions of subsection (c) above or that otherwise fails to comply with the requirements terms and conditions of this Agreement.SECTION 2.3; and
(fv) If Bid Loan Quotes with the same interest rates with respect to any given Interest Period if offers are submitted made by two or more Banks Lenders with the same LIBOR Bid Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in an aggregate amount greater than that necessary respect of which such offers are permitted to satisfy be accepted for the corresponding Bid Borrowing Requestrelated Interest Period, then if the Borrower elects to accept any such offers, the aggregate principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Agent Borrower among such Banks Lenders (after consultation with the Agent) as nearly as possible practicable (in such amounts integral multiples of not less than $1,000,000 as the Agent Borrower, after consultation with the Agent, may deem appropriate) in proportion to the respective aggregate principal amounts of such offers. Absent manifest error, Determinations by the determination by Borrower and the Agent of the amount amounts of the Bid Loans accepted with respect to each Bank shall be finalconclusive absent manifest error.
(gf) The Agent shall will promptly notify each Bank Lender having submitted a Bid Loan Quote if whether its offer has been accepted andor rejected (and if accepted, if sowith regard to each applicable Interest Period, of the amount and Absolute Rate or LIBOR Bid Margin, as the case may be). Not later than 2:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender that has received such notice will make available to the Agent at its office referred to in SECTION 11.5 (or at such other location as the Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the Bid Loan or Bid Loans required to be made by it such Lender. To the extent the relevant Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower by 3:30 p.m. Charlotte time in accordance with SECTION 2.4(A) and in like funds as received by the Agent.
(g) In respect of each Bid Request received by the Agent hereunder (regardless of whether any Bid Loans shall be offered or made in response thereto), the Borrower will pay to the Agent, on the date of the applicable Bid Borrowing. Each Bank so notified that its Bid Loan Quote has been accepted shall remit the amount of its accepted Bid Loan Quote to receipt by the Agent in immediately available funds no later than 2:00 p.m. on the date of such Bid Borrowing. Prior to Request, a fee in the close of business on the day of the requested Bid Borrowing, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and the Borrower may from time to time agree. The Agent shall have no obligation (i) to disburse the requested Bid Borrowing if any condition amount set forth in Section 2.5 has not been satisfied on the day of the requested Bid Borrowing, or paragraph (ii) to disburse any portion of a Bid Borrowing for which the Agent has failed to receive funds from the applicable Bank by the time specified aboveFee Letter.
(h) The Borrower’s obligation to repay each Bid Loan shall be evidenced by one or more accounts or records maintained by the Bank making such Bid Loan in the ordinary course of business.
(i) The Borrower and the Banks shall from time submit to the Agent such information as the Agent may reasonably request regarding outstanding Bid Loans, including the amounts, interest rates, dates of Borrowing and maturities thereof, for the purpose of allocating amounts received from the Borrower with respect thereto.
(j) Nothing hereunder shall obligate any Bank, or the Banks collectively, to submit any Bid Loan Quotes in response to a Bid Borrowing Request, nor shall any provision hereunder obligate the Borrower to accept any one or more Bid Loan Quotes.
Appears in 1 contract
Bid Borrowings. (a) The Borrower may In addition to Committed Borrowings pursuant to Section 2.01, each Lender severally agrees that the Company may, as set forth in Section 2.04, from time to time deliver on any Business Day during the period commencing on the Closing Date and ending on the Business Day next preceding the Tranche A Termination Date request the Lenders to the Agent a request (a “Bid Borrowing Request”) that the Agent solicit submit offers to make Tranche A Bid Loans denominated in Dollars from to the Banks. Each such request shall be made no later than 10:00 a.m. on Company; provided, however, that the fourth Business Day before the day of the proposed Bid Borrowing. Each such request shall state (i) the day of the proposed Bid Borrowing (which day shall be a Business Day)Lenders may, (ii) the aggregate amount of the proposed Bid Borrowing, and (iii) the Interest Period or Interest Periods with respect to such Bid Borrowing (and, if more than one Interest Period is to be applicable, the duration of each such Interest Period and the portion of the Bid Borrowing that will be subject to each such Interest Period). Each Bid Borrowing request shall be in an amount equal to an integral multiple of $10,000,000. The Borrower may not request any Bid Borrowing hereunder if (i) the Borrower has made such a request within the preceding 5 Business Days, (ii) the making of the proposed Bid Borrowing would cause more than 3 Bid Borrowings to be outstanding at any one time, (iii) the making of the proposed Bid Borrowing would cause the aggregate principal amount of Bid Borrowings to exceed $100,000,000, or (iv) the making of the proposed Bid Borrowing would cause the Aggregate Outstandings to exceed the Aggregate Commitment Amount.
(b) Promptly following receipt of any Bid Borrowing Request, the Agent shall notify each Bank of the details thereof by telecopy.
(c) Each Bank may (but shall have no obligation to) deliver to , submit such offers and the Agent a Bid Loan Quote with respect to Company may, but shall have no obligation to, accept any Bid Borrowing Request. The Agent may reject any Bid Loan Quote received after 9:00 a.m. on the third Business Day preceding the proposed Bid Borrowingsuch offers; and provided, howeverfurther, that at no Bid Loan Quote by JPMCB, in its capacity as a Bank, time shall be effective if delivered to the Agent after 8:45 a.m. on the third Business Day preceding the proposed Bid Borrowing. Each Bid Loan Quote shall specify the name of the offering Bank, the date of the proposed Bid Loan, the principal amount of the Bid Loan that the offering Bank proposes to make, and the rate of interest per annum (adjusted to the nearest 1/100th of 1%) to be applicable to the proposed Bid Loan. The Agent shall ignore any Bid Loan Quote that (i) fails to include all of the information required under this paragraph, (ii) contains qualifying, conditional or similar language; (iii) proposes terms other than or in addition to those set forth in the applicable Bid Borrowing Request, or (iv) arrives after the time required above.a)
(d) The Agent shall notify the Borrower of the terms of any Bid Loan Quote submitted by a Bank that meets the requirements set forth above. Such notice shall include (i) the aggregate principal amount of all Tranche A Bid Loans for which Bid Loan Quotes have been received for each Interest Period specified in the Bid Borrowing Request, made by all Lenders then outstanding plus (ii) the respective principal amounts and interest rates so offered, and (iii) if applicable, limitations on the aggregate principal amount of Bid all Tranche A Loans for which offers in any single Bid Loan Quote may be accepted. Such notification shall be delivered then outstanding plus (xiii) on the day of receipt, if outstanding Tranche A L/C Obligations exceed (b) the Bid Loan Quote is submitted prior to the third Business Day preceding the proposed Bid Borrowing, or (y) no later than 9:30 a.m. on the day of receipt, if the Bid Loan Quote is submitted on the third Business Day preceding the proposed Bid BorrowingAggregate Tranche A Commitments.
(eb) Not later than 10:00 a.m. In addition to Committed Borrowings pursuant to Section 2.01, each Lender severally agrees that the Company may, as set forth in Section 2.04, from time to time on any Business Day during the period commencing on the third Closing Date and ending on the Business Day next preceding the Tranche B Termination Date request the Lenders to submit offers to make Tranche B Bid Loans to the Company; provided, however, that the Lenders may, but shall have no obligation to, submit such offers and the Company may, but shall have no obligation to, accept any Bid Borrowingsuch offers; and provided, the Borrower further, that at no time shall notify the Agent in writing or telephonically of its acceptance or rejection of the Bid Loan Quotes. If the Borrower fails to notify the Agent by such time, the Borrower shall be deemed to have rejected each of the Bid Loan Quotes. The Borrower’s acceptance of any Bid Loan Quotes shall specify (a)(i) the aggregate principal amount of offers for each Interest Period that the Borrower accepts. The Borrower may accept any all Tranche B Bid Loan Quote in whole or in part, provided, however, that:
(i) the principal amount of any portion of a Bid Borrowing subject to any given Interest Period may not exceed the corresponding portion specified in the related Bid Borrowing Request;
Loans made by all Lenders then outstanding plus (ii) the aggregate principal amount of each Bid Borrowing (as to all Interest Periods combined) must be equal to an integral multiple of $10,000,000;
Tranche B Loans then outstanding plus (iii) acceptance of Bid Loan Quotes may only be made on the basis of ascending interest rates within each Interest Period; and
outstanding Tranche B L/C Obligations exceed (ivb) the Borrower may not accept any Bid Loan Quote that fails to comply with the requirements of this AgreementAggregate Tranxxx B Commitments.
(f) If Bid Loan Quotes with the same interest rates with respect to any given Interest Period are submitted by two or more Banks in an aggregate amount greater than that necessary to satisfy the corresponding Bid Borrowing Request, the principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks as nearly as possible (in such amounts not less than $1,000,000 as the Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Absent manifest error, the determination by the Agent of the amount of the Bid Loans accepted with respect to each Bank shall be final.
(g) The Agent shall promptly notify each Bank having submitted a Bid Loan Quote if its offer has been accepted and, if so, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the applicable Bid Borrowing. Each Bank so notified that its Bid Loan Quote has been accepted shall remit the amount of its accepted Bid Loan Quote to the Agent in immediately available funds no later than 2:00 p.m. on the date of such Bid Borrowing. Prior to the close of business on the day of the requested Bid Borrowing, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and the Borrower may from time to time agree. The Agent shall have no obligation (i) to disburse the requested Bid Borrowing if any condition set forth in Section 2.5 has not been satisfied on the day of the requested Bid Borrowing, or (ii) to disburse any portion of a Bid Borrowing for which the Agent has failed to receive funds from the applicable Bank by the time specified above.
(h) The Borrower’s obligation to repay each Bid Loan shall be evidenced by one or more accounts or records maintained by the Bank making such Bid Loan in the ordinary course of business.
(i) The Borrower and the Banks shall from time submit to the Agent such information as the Agent may reasonably request regarding outstanding Bid Loans, including the amounts, interest rates, dates of Borrowing and maturities thereof, for the purpose of allocating amounts received from the Borrower with respect thereto.
(j) Nothing hereunder shall obligate any Bank, or the Banks collectively, to submit any Bid Loan Quotes in response to a Bid Borrowing Request, nor shall any provision hereunder obligate the Borrower to accept any one or more Bid Loan Quotes.
Appears in 1 contract
Bid Borrowings. (a) In order to request the Lenders to submit Bids to make Bid Loans hereunder, the Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, (y) four (4) Business Days prior to the requested Bid Borrowing, in the case of a LIBOR Auction, or (z) two (2) Business Days prior to the requested Bid Borrowing, in the case of an Absolute Rate Auction. The Borrower may from time to time deliver to the Agent a request (a “Bid Borrowing Request”) that the Agent solicit offers to make Bid Loans denominated for up to three (3) separate Interest Periods in Dollars from the Banks. Each a single notice, and each such request for offers for a separate Interest Period shall be made no later than 10:00 a.m. on the fourth Business Day before the day of the proposed deemed a request for a separate Bid Borrowing. Each such request notice (each, a "Bid Request") shall state be given in the form of EXHIBIT C-1 and shall specify, with respect to each requested Bid Borrowing for a particular Interest Period:
(i) the day of the proposed Interest Period to be applicable to such Bid Borrowing (which day shall be a Business Day), Borrowing;
(ii) the aggregate amount of the proposed such requested Bid Borrowing, and which shall not (with respect to any single Interest Period) be less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, but shall not cause the limits specified in Section 2.1(c) to be exceeded as of the proposed Borrowing Date of the Bid Borrowing.
(iii) whether the Interest Period or Interest Periods with respect to such Bid Borrowing (and, if more than one requested for a particular Interest Period is to be applicable, the duration comprised of each such Interest Period and the portion of the LIBOR Bid Borrowing that will be subject to each such Interest Period). Each Bid Borrowing request shall be in an amount equal to an integral multiple of $10,000,000. The Borrower may not request any Bid Borrowing hereunder if (i) the Borrower has made such a request within the preceding 5 Business Days, (ii) the making of the proposed Bid Borrowing would cause more than 3 Bid Borrowings to be outstanding at any one time, (iii) the making of the proposed Bid Borrowing would cause the aggregate principal amount of Bid Borrowings to exceed $100,000,000, Loans or Absolute Rate Loans; and
(iv) the making of the proposed requested Borrowing Date, which shall be a Business Day; provided, however, that (w) no Interest Period applicable to any Bid Borrowing shall expire on a date later than the Business Day prior to the Revolver A Maturity Date, (x) the Borrower may not submit a Bid Request within five (5) Business Days after the date of submission of any previous Bid Request, (y) the Borrower may not submit more than three (3) Bid Requests in any calendar month, and (z) no Bid Borrowing shall be made if, immediately after giving effect thereto, there would cause be outstanding Bid Loans having more than four (4) separate Interest Periods or outstanding LIBOR Committed Loans and Bid Loans together having more than ten (10) separate Interest Periods (for which purpose Interest Periods applicable to either Class of LIBOR Committed Loans and Interest Periods applicable to LIBOR Bid Loans shall be deemed to be separate Interest Periods even if they are coterminous). A Bid Request not given in the Aggregate Outstandings to exceed form of EXHIBIT C-1 or otherwise not given in compliance with the Aggregate Commitment Amountrequirements of this subsection (a) may be rejected by the Administrative Agent in its sole discretion, and the Administrative Agent shall promptly notify the Borrower of any such rejection.
(b) Promptly following Upon receipt of any a Bid Borrowing RequestRequest that is not rejected as aforesaid, the Administrative Agent will promptly deliver to the Lenders a notice in substantially the form of EXHIBIT C-2 (each such notice, an "Invitation for Bids"), the delivery of which shall notify constitute an invitation by the Borrower to each Bank Lender to submit Bids, on the terms and subject to the conditions of the details thereof by telecopythis Agreement, offering to make Bid Loans pursuant to such Bid Request.
(c) Each Bank Lender may, at its discretion, submit a Bid containing an offer or offers to make Bid Loans in response to any Invitation for Bids; provided that such Lender may submit a single Bid containing an offer or offers to make up to three separate Bid Loans for each Interest Period specified in the relevant Bid Request. Each Bid must comply with the requirements of this subsection (but shall have no obligation toc) deliver and must be submitted to the Administrative Agent in writing (by facsimile transmission or otherwise) not later than 10:30 a.m., Charlotte time, (y) two (2) Business Days prior to the requested Borrowing Date, in the case of a Bid Loan Quote with respect to any Bid Borrowing Request. The Agent may reject any Bid Loan Quote received after 9:00 a.m. LIBOR Auction, or (z) on the third Business Day preceding requested Borrowing Date, in the proposed Bid Borrowingcase of an Absolute Rate Auction; provided, however, that no Bid Loan Quote Bids submitted by JPMCB, the Administrative Agent (or any Affiliate of the Administrative Agent) in its capacity as a BankLender may be submitted only if the Administrative Agent or such Affiliate notifies the Borrower of the terms of the offer or offers contained therein not later than 10:15 a.m., Charlotte time, (y) two (2) Business Days prior to the requested Bid Borrowing, in the case of a LIBOR Auction, or (z) on the requested Borrowing Date, in the case of an Absolute Rate Auction. Each Bid by a Lender shall (subject to the conditions of Article III and Section 7.1) be irrevocable, shall be effective if delivered submitted in substantially the form of EXHIBIT C-3 and shall specify:
(i) the identity of such Lender;
(ii) the Interest Period with respect to the Agent after 8:45 a.m. on the third Business Day preceding the proposed Bid Borrowing. Each each Bid Loan Quote shall specify the name of the offering Bank, the date of the proposed for which such Bid Loanis being made;
(iii) with respect to each such Interest Period, the principal amount of each Bid Loan for which such Bid is being made, which principal amounts shall, in the aggregate with respect to each such Interest Period, be not less than $5,000,000 or, if greater, in an integral multiple of $1,000,000 in excess thereof, provided that (y) the aggregate principal amount of all Bid Loans for which a Bid is submitted may be equal to, greater than or less than the Commitment of such Lender, and (z) the aggregate principal amount of all Bid Loans offered by such Lender for a single Interest Period shall not exceed the requested principal amount of the Bid Loan that Borrowing for such Interest Period;
(iv) in the offering Bank proposes case of a LIBOR Auction, the margin above or below the applicable LIBOR Rate (the "LIBOR Bid Margin") offered for each such Bid Loan, expressed as a percentage (rounded to makethe nearest 1/1000 of 1%) to be added to or subtracted from the applicable LIBOR Rate;
(v) in the case of an Absolute Rate Auction, and the fixed rate of interest per annum (adjusted rounded to the nearest 1/100th 1/1000th of 1%) to be applicable to offered for each such Bid Loan (the "Absolute Rate"); and
(vi) the proposed Borrowing Date. A Bid Loan. The shall be disregarded by the Administrative Agent shall ignore any Bid Loan Quote that if it (iw) is not given substantially in the form of EXHIBIT C-3 or fails to include specify all of the information required under by this paragraphsubsection (c), (iix) contains qualifying, conditional or similar language; , (iiiy) proposes terms other than or in addition to those set forth in the applicable Bid Borrowing RequestInvitation for Bids (other than setting forth separate offers for any Interest Period as contemplated by the preceding sentence), or (ivz) arrives is submitted to the Administrative Agent after 10:30 a.m., Charlotte time, (i) two (2) Business Days prior to the time required aboverequested Borrowing Date, in the case of a LIBOR Auction, or (ii) on the requested Borrowing Date, in the case of an Absolute Rate Auction.
(d) The Promptly upon receipt thereof and in any event not later than 11:00 a.m., Charlotte time, (y) two (2) Business Days prior to the requested Borrowing Date, in the case of a LIBOR Auction, or (z) on the requested Borrowing Date, in the case of an Absolute Rate Auction, the Administrative Agent shall will notify the Borrower of the terms (i) of any Bid Loan Quote each Bid, if any, submitted by a Bank Lender in compliance with the provisions of subsection (c) above, and (ii) of each Bid, if any, submitted by a Lender that meets amends, modifies or is otherwise inconsistent with a previous Bid submitted by such Lender with respect to the requirements set forth same Bid Request. Any such subsequent Bid shall be disregarded by the Administrative Agent unless such subsequent Bid is submitted solely to correct a manifest error in such former Bid and is timely received as provided in subsection (c) above. Such The Administrative Agent's notice to the Borrower shall include (i) specify the aggregate principal amount of each Bid Loans for Borrowing in respect of which Bid Loan Quotes have been received Bids were made for each Interest Period specified in the relevant Bid Borrowing Request, (ii) the respective principal amounts and interest rates LIBOR Bid Margins or Absolute Rates, as the case may be, so offered, and (iii) if applicable, limitations on the aggregate principal amount identity of Bid Loans for which offers in any single Bid Loan Quote may be accepted. Such notification shall be delivered (x) on the day of receipt, if the Bid Loan Quote is submitted prior to the third Business Day preceding the proposed Bid Borrowing, or (y) no later than 9:30 a.m. on the day of receipt, if the Bid Loan Quote is submitted on the third Business Day preceding the proposed Bid BorrowingLender that made each such Bid.
(e) Not later than 10:00 a.m. 11:30 a.m., Charlotte time, (y) two (2) Business Days prior to the requested Borrowing Date, in the case of a LIBOR Auction, or (z) on the third Business Day preceding any Bid Borrowingrequested Borrowing Date, in the case of an Absolute Rate Auction, the Borrower shall will notify the Administrative Agent in writing or telephonically of its acceptance or rejection of the Bid Loan Quotesoffers referred to in subsection (d) above. If The Borrower shall be under no obligation to accept any offer and may choose in its discretion to reject all offers, provided that the failure by the Borrower fails to notify the Agent by give such time, the Borrower notice in a timely manner shall be deemed to have rejected each constitute a rejection of all Bids. In the Bid Loan Quotes. The Borrower’s acceptance case of any Bid Loan Quotes acceptance, such notice shall specify the aggregate principal amount of offers for each Interest Period that the Borrower acceptsare accepted. The Borrower may accept any Bid Loan Quote in whole or in part, provided, however, subject to the limitations on the aggregate outstanding principal amount of Bid Loans set forth in Section 2.1(b) and provided that:
(i) the aggregate principal amount of any portion of a each Bid Borrowing subject with regard to any given each Interest Period may shall not exceed the corresponding portion specified applicable amount set forth in the related Bid Borrowing Request;
(ii) the aggregate principal amount of each Bid Borrowing (as to all Interest Periods combined) must shall not be equal to less than $5,000,000 or, if greater, an integral multiple of $10,000,0001,000,000 in excess thereof (subject to the provisions of clause (v) below);
(iii) acceptance of Bid Loan Quotes Bids may only be made only on the basis of ascending interest rates (i.e., from the lowest effective yield to the highest) LIBOR Bid Margins or Absolute Rates within each Interest Period; and, as the case may be (subject to clause (v) below);
(iv) the Borrower may not accept any Bid Loan Quote that has been disregarded under the provisions of subsection (c) above or that otherwise fails to comply with the requirements terms and conditions of this Agreement.Section 2.3; and
(fv) If Bid Loan Quotes with the same interest rates with respect to any given Interest Period if offers are submitted made by two or more Banks Lenders with the same LIBOR Bid Margins or Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in an aggregate amount greater than that necessary respect of which such offers are permitted to satisfy be accepted for the corresponding Bid Borrowing Requestrelated Interest Period, then if the Borrower elects to accept any such offers, the aggregate principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Agent Borrower among such Banks Lenders (after consultation with the Administrative Agent) as nearly as possible practicable (in such amounts integral multiples of not less than $1,000,000 as the Agent Borrower, after consultation with the Administrative Agent, may deem appropriate) in proportion to the respective aggregate principal amounts of such offers. Absent manifest error, the determination Determinations by the Borrower and the Administrative Agent of the amount amounts of the Bid Loans accepted with respect to each Bank shall be finalconclusive absent manifest error.
(gf) The Administrative Agent shall will promptly notify each Bank Lender having submitted a Bid Loan Quote if whether its offer has been accepted or rejected and, if soaccepted, with regard to each applicable Interest Period, of the amount and Absolute Rate or LIBOR Bid Margin, as the case may be). Not later than 2:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender that has received such notice of an accepted Bid will make available to the Administrative Agent at its office referred to in SECTION 10.4 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the Bid Loan or Bid Loans required to be made by it such Lender. To the extent the relevant Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Borrower by 3:30 p.m. Charlotte time in accordance with SECTION 2.4(A) and in like funds as received by the Administrative Agent. The Administrative Agent, in its discretion, may provide details of the Bids to the Lenders.
(g) In respect of each Bid Request received by the Administrative Agent hereunder (regardless of whether any Bid Loans shall be offered or made in response thereto), the Borrower will pay to the Administrative Agent, on the date of receipt by the applicable Bid Borrowing. Each Bank so notified that its Bid Loan Quote has been accepted shall remit the amount of its accepted Bid Loan Quote to the Administrative Agent in immediately available funds no later than 2:00 p.m. on the date of such Bid Borrowing. Prior to the close Request, a fee of business on the day of the requested Bid Borrowing, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and the Borrower may from time to time agree. The Agent shall have no obligation (i) to disburse the requested Bid Borrowing if any condition set forth in Section 2.5 has not been satisfied on the day of the requested Bid Borrowing, or (ii) to disburse any portion of a Bid Borrowing for which the Agent has failed to receive funds from the applicable Bank by the time specified above$1,500.
(h) The Borrower’s obligation Notwithstanding the foregoing provisions of this SECTION 2.3, if on the last day of any Interest Period applicable to repay each Bid Loan shall be evidenced by one or more accounts or records maintained by the Bank making such Bid Loan in the ordinary course of business.
(i) The Borrower and the Banks shall from time submit to the Agent such information as the Agent may reasonably request regarding outstanding Bid Loans, including the amounts, interest rates, dates of Borrowing and maturities thereof, for the purpose of allocating amounts received from the Borrower with respect thereto.
(j) Nothing hereunder shall obligate any Bank, or the Banks collectively, to submit any Bid Loan Quotes in response to a Bid Borrowing Request, nor shall any provision hereunder obligate the Borrower to accept any one or more Bid Loans the Borrower is unable to make a Committed Borrowing or Bid Borrowing because of the Borrower's inability to meet the conditions of SECTION 3.2(B) or (C), any Lender of one or more such Bid Loans may in its sole discretion agree (but in no event more than one time with respect to any Bid Loan) in writing to extend the Interest Period applicable to any such Bid Loan Quotesfor no more than thirty (30) days at an Absolute Rate equal to the Base Rate or, if applicable, the interest rate on Committed Loans then in effect pursuant to SECTION 2.8(B). An extension of any Bid Loan as provided herein shall require the agreement and consent only of the extending Lender and the Borrower. On or prior to the Business Day following any such extension, the Borrower and extending Lender each shall give written notice of the terms thereof to the Administrative Agent, which shall give prompt notice thereof to the Lenders.
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Samples: Loan Agreement (Us Oncology Inc)
