Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephone (provided that such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto). Except to the extent the Administrative Agent has waived advance receipt of such notices, each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Borrower shall have delivered all items reasonably requested by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days prior to the Closing Date or the Administrative Agent has otherwise waived such advance delivery. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loan. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Borrowing consisting of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above. (c) Subject to Section 3.05, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) ten (10) Interest Periods in effect with respect to Revolving Loans, and (ii) five (5) Interest Periods in effect with respect to the Term Loan.
Appears in 1 contract
Samples: Bridge Credit Agreement (U S Restaurant Properties Inc)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate SOFR Loans shall be made upon the Borrower’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephone (A) telephone, or (B) a Committed Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto). Except to the extent the Administrative Agent has waived advance receipt of such notices, each such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m.
(i) three (3) U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar SOFR Loans or of any conversion of SOFR Loans to Base Rate Committed Loans, and (ii) on one Business Day prior to the requested date of any Borrowing of Base Rate Committed Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless that if the Borrower shall have delivered all items reasonably requested wishes to request SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days not later than 11:00 a.m. four U.S. Government Securities Business Days prior to the Closing Date requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent has otherwise waived shall give prompt notice to the Lenders of such advance deliveryrequest and determine whether the requested Interest Period is acceptable to all of them. Each telephonic notice by Not later than 11:00 a.m., three U.S. Government Securities Business Days before the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to requested date of such Borrowing, conversion or continuation, the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed shall notify the Borrower (which notice may be by a Responsible Officer of telephone) whether or not the Borrowerrequested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Term Loans constituting SOFR Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Each Borrowing of or conversion to of Term Loans constituting Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the Class of the Committed Loans to be borrowed, converted or continued, (iv) the principal amount of Committed Loans to be borrowed, converted or continued, (ivv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan Loans shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loanthe applicable SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01)4.01, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Borrowing consisting of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.
(c) Subject to Section 3.05Except as otherwise provided herein, a Eurodollar Rate SOFR Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate SOFR Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate SOFR Loans selected hereunder upon the determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate the Prime Rate used in determining the Base Rate promptly following the public announcement of such change. Failure to deliver any such notice shall not affect the effectiveness of any such interest rate or result in any liability to the Administrative Agent.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) ten (10) Interest Periods in effect with respect to Revolving Committed Loans, and (ii) five (5) Interest Periods in effect with respect to the Term Loan.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Telephone & Data Systems Inc /De/)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate RateTerm SOFR Loans shall be made upon the Borrower’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by (A) telephone or (B) a Committed Loan Notice; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto). Except to the extent the Administrative Agent has waived advance receipt of such notices, each such notice must be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m.
(i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar RateTerm SOFR Loans or of any conversion of Term SOFR Loans or Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless that if the Borrower shall have delivered all items reasonably requested wishes to request Eurodollar RateTerm SOFR Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days not later than 10:00 a.m. four Business Days prior to the Closing Date requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has otherwise waived such advance deliverybeen consented to by all the Appropriate Lenders. Each telephonic Committed Borrowing of a Quoted Rate Loan or conversion of a Committed Loan under the Term A Facility from either a Eurodollar Rate Loan, Term SOFR Loan or Base Rate Loan to a Quoted Rate Loan shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by the Borrower pursuant to this Section 2.02(a(A) telephone or (B) a Committed Loan Notice; provided that any telephone notice must be confirmed promptly immediately by delivery to the Administrative Agent of a written Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 10:00 a.m. at least three Business Days prior to the proposed effective date of such Borrowing of, appropriately completed and signed by or conversion to, a Responsible Officer of the BorrowerQuoted Rate Loan. Each Borrowing of, conversion to or continuation of Eurodollar Rate RateTerm SOFR Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Each Borrowing of, or conversion to, a Quoted Rate Loan must apply to the entire outstanding principal balance of the Term A Loans. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate RateTerm SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan Loans shall be effective as of the last day of the Interest Period then in effect with respect to such the applicable Eurodollar Rate LoanRateTerm SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate RateTerm SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar RateTerm SOFR Loan.
(bi) Following receipt of a Committed Loan NoticeNotice for Eurodollar RateTerm SOFR Loans or Base Rate Loans, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under the applicable Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Appropriate Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. 12:00 noon on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 4.02 (and, if such Borrowing is the initial Credit Extension, Section 5.014.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case case, in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing consisting of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.
(cii) Subject Following receipt of a Committed Loan Notice for a Quoted Rate Loan, the Administrative Agent shall promptly notify each Term A Lender of the request for a Quoted Rate Loan and request that such Term A Lenders quote an applicable Quoted Rate and Quoted Rate Period for such requested Quoted Rate Loan. If 100% of the Term A Lenders agree upon a proposed Quoted Rate and Quoted Rate Period, as determined in each such Term A Xxxxxx’s sole discretion, and provide notice thereof to Section 3.05the Administrative Agent not later than 12:00 noon at least two Business Days prior to the first day of the requested Quoted Rate Period, the Administrative Agent shall notify the Borrower of the proposed Quoted Rate and Quoted Rate Period applicable to the requested Quoted Rate Loan. The Borrower may decline to accept a proposed Quote Rate and Quoted Rate Period quoted by the Term A Lenders by notifying the Administrative Agent not later than 12:00 noon at least one Business Day prior to the first day of the proposed Quoted Rate Period. If the Borrower declines to accept a proposed Quoted Rate and the Quoted Rate Period quoted by the Term A Lenders, or if less than 100% of the Term A Lenders provide notice to the Administrative Agent of their agreement to a proposed Quoted Rate and the Quoted Rate Period at least two Business Days prior to the first day of the proposed Quoted Rate Period, the requested Quoted Rate Loan shall automatically and without further request by the Borrower be continued as a Eurodollar RateTerm SOFR Loan or Base Rate Loan, as applicable. Notwithstanding anything herein to the contrary, the Quoted Rate Period for a Quoted Rate Loan under the Term A Facility shall begin on a Business Day and shall end on the Maturity Date for the Term A Loans; provided, however, in no event shall the Quoted Rate Period be less than one (1) year.
(i) Except as otherwise provided herein, a Eurodollar Rate Loan or Term SOFR Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Rate Loan or Term SOFR Loan, as applicable. During the existence of a any Default, no Loans may be requested as, converted to or continued as Eurodollar Rate RateTerm SOFR Loans having with Interest Periods greater than in excess of one month without the consent of the Required Lenders. During the existence of an any Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate RateTerm SOFR Loans without the consent of the Required Lenders.
(ii) During the existence of any Default or Event of Default, no Term A Loans may be requested as, or converted to, Quoted Rate Loans without the consent of 100% of the Term A Lenders.
(d) The Administrative Agent shall promptly notify the Borrower and the Appropriate Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans and Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Term Borrowings, all conversions of Committed Term Loans from one Type to the other, and all continuations of Committed Term Loans as the same Type, there shall not be more than (i) ten (10) seven Interest Periods in effect with respect to Term Loans. After giving effect to all Revolving LoansCredit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and (ii) five (5) all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect Revolving Credit Loans.
(f) Notwithstanding anything to the Term Loancontrary in this Agreement, any Lender may exchange, continue or rollover all or any portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Revolving Credit Borrowing, each conversion of Committed Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Committed Loans shall be made upon the Company’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephone (provided that such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto)telephone. Except to the extent the Administrative Agent has waived advance receipt of such notices, each Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. three (3) Business Days prior to the requested date of any Borrowing ofof Eurocurrency Rate Committed Loans denominated in Dollars, continuation of Eurocurrency Rate Committed Loans denominated in Dollars or any conversion of Base Rate Committed Loans to Eurocurrency Rate Committed Loans denominated in Dollars (provided that, if such Borrowing is the initial Credit Extension to be made on the Seventh Restatement Effective Date, notice must be received by the Administrative Agent not later than 2:00 p.m. two Business Days prior to the requested date of such Borrowing), (ii) 1:00 p.m. four Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Eurocurrency Rate LoansCommitted Loans denominated in Alternative Currencies, and (iiiii) 12:00 noon on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Borrower shall have delivered all items reasonably requested by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days prior to the Closing Date or the Administrative Agent has otherwise waived such advance delivery. Each telephonic notice by the Borrower Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c2.04(c)(i) and 2.04(c2.05(c)(i), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Committed Revolving Credit Borrowing, a conversion of Committed Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) in the case of a Revolving Credit Borrowing, the relevant currency and (vii) if applicable, the Designated Borrower. If the Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Revolving Credit Loans shall be made as, or converted to, Base a Eurocurrency Rate LoansCommitted Loan with an Interest Period of one month (subject to the definition of Interest Period). Any such automatic conversion to Eurocurrency Rate Committed Loans with an Interest Period of a Eurodollar Rate Loan to a Base Rate Loan one month shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar the applicable Eurocurrency Rate LoanLoans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount (and currency) of its Applicable Percentage Pro Rata Share of the applicable Committed Tranche of Loans, and if no timely notice of a conversion or continuation is provided by the BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Eurocurrency Rate Loans with an Interest Period of 1 month or continuation described in the preceding subsectionSection 2.02(a). In the case of a each Committed Borrowing, each Appropriate Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 4.02 or 4.03 (as applicable) (and, if such Borrowing is the initial Credit Extension, Section 5.014.01), the Administrative Agent shall make all funds so received available to the relevant Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the relevant Borrower on the books of Bank of America JPMCB with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the BorrowerCompany; provided, however, provided that if, on the date a the Committed Loan Notice with respect to a such Borrowing consisting of Revolving Loans is given by the BorrowerCompany, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing first denominated in Dollars shall be applied applied, first, to the payment in full of any such L/C Borrowings, and second, shall be made available to the payment in full of any such Swing Line Loans, and third, to the relevant Borrower as provided above.
(c) Subject to Section 3.05Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During Committed Loan unless the existence of a Defaultrelevant Borrower pays the amount due, no Loans may be requested asif any, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lendersunder Section 3.06 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurodollar Eurocurrency Rate Loans without the consent of the Required LendersLoans.
(d) The Administrative Agent shall promptly notify the Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Committed Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in Bank of AmericaJPMCB’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Revolving Credit Borrowings, all conversions of Committed Revolving Credit Loans from one Type to the other, and all continuations of Committed Revolving Credit Loans as the same Type, there shall not be more than (i) ten (10) 20 Interest Periods in effect with respect to Revolving Committed Loans.
(f) The failure of any Lender to make the Committed Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, and (ii) five (5) Interest Periods in effect with respect if any, hereunder to make its Committed Loan on the Term Loandate of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Committed Loan to be made by such other Lender on the date of any Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Information Services, Inc.)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Revolving Borrowing, each conversion of Committed Revolving Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower Agent’s irrevocable notice from the Borrower to the Administrative AgentAgent pursuant to a Revolving Loan Notice, which Revolving Loan Notice may be given by telephone (provided that or other customary electronic meanstelephonic or written. Each such telephonic notice complies with the information requirements of the form of Committed noticeRevolving Loan Notice attached hereto). Except to the extent the Administrative Agent has waived advance receipt of such notices, each such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided. Not later than 11:00 a.m., however(i) three Business Days before the requested date of such Borrowing, all Committed Borrowings made on the Closing Date shall be made as Base conversion or continuation of Eurocurrency Rate Loans unless the Borrower shall have delivered all items reasonably requested by Loans, the Administrative Agent for shall notify the making of Eurodollar Rate Loans at least three Borrower Agent (3which notice may be by telephone) days prior whether or not the requested Interest Period has been consented to by all the Closing Date or the Administrative Agent has otherwise waived such advance deliveryRevolving Lenders. Each telephonic notice by the Borrower Agent pursuant to this Section 2.02(a2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Revolving Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Agent (unless such Revolving Loan Notice is being delivered by the Swing Line Lender pursuant to Section 2.05(c) or by the Administrative Agent on behalf of the L/C Issuer pursuant to Section 2.04(c)(i)); provided that the lack of such prompt confirmation shall not affect the conclusiveness or binding effect of such telephonic notice. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c2.04(c) and 2.04(c2.05(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Each Committed Revolving Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower Agent is requesting a Committed Borrowing, a conversion of Committed Revolving Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Revolving Loans to be borrowed, converted or continued, (iv) the Type of Committed Revolving Loans to be borrowed or to which existing Committed Revolving Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. Each written Revolving Loan Notice shall be substantially in the form of Exhibit A attached hereto. If the Borrower Agent fails to specify a Type of Committed Loan Revolving Loans in a Committed Revolving Loan Notice or if the Borrower Agent fails to give a timely notice requesting a conversion or continuationcontinuation of Loans, then the applicable Committed Loans shall shall, subject to the last sentence of this Section 2.03(a), be made as, or continued as, or converted to, Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan Loans shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar the applicable Eurocurrency Rate LoanLoans. If the Borrower Agent requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Revolving Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monththree months.
(b) Following receipt of a Committed Revolving Loan Notice, the Administrative Agent shall promptly notify each Revolving Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable Committed Revolving Loans, and if . If no timely notice of a conversion or continuation is provided by the BorrowerBorrower Agent, the Administrative Agent shall notify each Revolving Lender of the details of any automatic conversion to Base Rate Loans as described in the preceding subsection. In the case of a Committed Borrowing, each Each Lender shall make the amount of its Committed Revolving Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office not later than 1:00 2:00 p.m. on the Business Day specified in the applicable Committed Revolving Loan Notice. A Revolving Lender may cause an Affiliate to fund or make the amount of its Loan available in accordance with the foregoing provisions. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower Agent on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the BorrowerBorrower Agent; provided, however, that if, on the date a Committed the Revolving Loan Notice with respect to a such Borrowing consisting of Revolving Loans is given by the BorrowerBorrower Agent, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing first Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the payment in full of any such Swing Line Loans, and third, to the Borrower Agent as provided above.
(c) Subject to Section 3.05Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Eurocurrency Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) ten (10) Interest Periods in effect with respect to Revolving Loans, and (ii) five (5) Interest Periods in effect with respect to the Term Loan.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Revolving Borrowing, each conversion of Committed Revolving Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower Agent’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephone (provided that such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto)or other customary electronic means. Except to the extent the Administrative Agent has waived advance receipt of such notices, each Each such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided. Not later than 11:00 a.m., however(i) three Business Days before the requested date of such Borrowing, all Committed Borrowings made on the Closing Date shall be made as Base conversion or continuation of Eurocurrency Rate Loans unless the Borrower shall have delivered all items reasonably requested by Loans, the Administrative Agent for shall notify the making of Eurodollar Rate Loans at least three Borrower Agent (3which notice may be by telephone) days prior whether or not the requested Interest Period has been consented to by all the Closing Date or the Administrative Agent has otherwise waived such advance deliveryRevolving Lenders. Each telephonic notice by the Borrower Agent pursuant to this Section 2.02(a2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Revolving Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Agent (unless such Revolving Loan Notice is being delivered by the Swing Line Lender pursuant to Section 2.05(c) or by the Administrative Agent on behalf of the L/C Issuer pursuant to Section 2.04(c)(i)); provided that the lack of such prompt confirmation shall not affect the conclusiveness or binding effect of such telephonic notice. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c2.04(c) and 2.04(c2.05(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Each Committed Revolving Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower Agent is requesting a Committed Borrowing, a conversion of Committed Revolving Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Revolving Loans to be borrowed, converted or continued, (iv) the Type of Committed Revolving Loans to be borrowed or to which existing Committed Revolving Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. Each written Revolving Loan Notice shall be substantially in the form of Exhibit A attached hereto. If the Borrower Agent fails to specify a Type of Committed Loan Revolving Loans in a Committed Revolving Loan Notice or if the Borrower Agent fails to give a timely notice requesting a conversion or continuationcontinuation of Loans, then the applicable Committed Loans shall shall, subject to the last sentence of this Section 2.03(a), be made as, or continued as, or converted to, Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan Loans shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar the applicable Eurocurrency Rate LoanLoans. If the Borrower Agent requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Revolving Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monththree months.
(b) Following receipt of a Committed Revolving Loan Notice, the Administrative Agent shall promptly notify each Revolving Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Borrowing consisting of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.
(c) Subject to Section 3.05, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) ten (10) Interest Periods in effect with respect to Revolving Loans, and (ii) five (5) Interest Periods in effect with respect to the Term Loan.applicable
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Revolving Credit Borrowing, each conversion of Committed Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Committed Loans shall be made upon the Company’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephone (provided that such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto)telephone. Except to the extent the Administrative Agent has waived advance receipt of such notices, each Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. three (3) Business Days prior to the requested date of any Borrowing ofof Eurocurrency Rate Committed Loans denominated in Dollars, continuation of Eurocurrency Rate Committed Loans denominated in Dollars or any conversion of Base Rate Committed Loans to Eurocurrency Rate Committed Loans denominated in Dollars (provided that, if such Borrowing is the initial Credit Extension to be made on the Seventh Restatement Effective Date, notice must be received by the Administrative Agent not later than 2:00 p.m. two Business Days prior to the requested date of such Borrowing), (ii) 1:00 p.m. four Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Eurocurrency Rate LoansCommitted Loans denominated in Alternative Currencies, and (iiiii) 12:00 p.m. on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Borrower shall have delivered all items reasonably requested by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days prior to the Closing Date or the Administrative Agent has otherwise waived such advance delivery. Each telephonic notice by the Borrower Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c2.04(c)(i) and 2.04(c2.05(c)(i), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Committed Revolving Credit Borrowing, a conversion of Committed Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) in the case of a Revolving Credit Borrowing, the relevant currency and (vii) if applicable, the Designated Borrower. If the Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Revolving Credit Loans shall be made as, or converted to, Base a Eurocurrency Rate LoansCommitted Loan with an Interest Period of one month (subject to the definition of Interest Period). Any such automatic conversion to Eurocurrency Rate Committed Loans with an Interest Period of a Eurodollar Rate Loan to a Base Rate Loan one month shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar the applicable Eurocurrency Rate LoanLoans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount (and currency) of its Applicable Percentage Pro Rata Share of the applicable Committed Tranche of Loans, and if no timely notice of a conversion or continuation is provided by the BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Eurocurrency Rate Loans with an Interest Period of 1 month or continuation described in the preceding subsectionSection 2.02(a). In the case of a each Committed Borrowing, each Appropriate Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 4.02 or 4.03 (as applicable) (and, if such Borrowing is the initial Credit Extension, Section 5.014.01), the Administrative Agent shall make all funds so received available to the relevant Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the relevant Borrower on the books of Bank of America JPMCB with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the BorrowerCompany; provided, however, provided that if, on the date a the Committed Loan Notice with respect to a such Borrowing consisting of Revolving Loans is given by the BorrowerCompany, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing first denominated in Dollars shall be applied applied, first, to the payment in full of any such L/C Borrowings, and second, shall be made available to the payment in full of any such Swing Line Loans, and third, to the relevant Borrower as provided above.
(c) Subject to Section 3.05Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During Committed Loan unless the existence of a Defaultrelevant Borrower pays the amount due, no Loans may be requested asif any, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lendersunder Section 3.06 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurodollar Eurocurrency Rate Loans without the consent of the Required LendersLoans.
(d) The Administrative Agent shall promptly notify the Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Committed Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in Bank of AmericaJPMCB’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Revolving Credit Borrowings, all conversions of Committed Revolving Credit Loans from one Type to the other, and all continuations of Committed Revolving Credit Loans as the same Type, there shall not be more than (i) ten (10) 20 Interest Periods in effect with respect to Revolving Committed Loans.
(f) The failure of any Lender to make the Committed Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, and (ii) five (5) Interest Periods in effect with respect if any, hereunder to make its Committed Loan on the Term Loandate of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Committed Loan to be made by such other Lender on the date of any Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Information Services, Inc.)
Borrowings, Conversions and Continuations of Committed Loans. (a) 2.2.1.1. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Borrower’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by (A) telephone or (B) a Committed Loan Notice; provided that such any telephonic notice complies with must be confirmed immediately by delivery to the information requirements Administrative Agent of the form of a Committed Loan Notice. Each Committed Loan Notice attached hereto). Except to the extent the Administrative Agent has waived advance receipt of such notices, each such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m.
(i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, (ii) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Borrower shall have delivered all items reasonably requested by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days prior to the Closing Date or the Administrative Agent has otherwise waived such advance delivery. Each telephonic notice by the a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Borrowing ofBorrowing, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections Section 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect theretothereto and (vi) the requested currency of such Borrowing. If the applicable Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loan so requested shall be made in Dollars. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan Loans shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar the applicable Eurocurrency Rate LoanLoans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it they will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a . No Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Borrowing consisting of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.
(c) Subject to Section 3.05, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) ten (10) Interest Periods in effect with respect to Revolving Loans, and (ii) five (5) Interest Periods in effect with respect to the Term Loan.as
Appears in 1 contract
Samples: Credit Agreement (McKesson Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Revolving Credit Borrowing, each conversion of Committed Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Committed Loans shall be made upon the Company’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephone (provided that such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto)telephone. Except to the extent the Administrative Agent has waived advance receipt of such notices, each Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. three (3) Business Days prior to the requested date of any Borrowing ofof Eurocurrency Rate Committed Loans denominated in Dollars, continuation of Eurocurrency Rate Committed Loans denominated in Dollars or any conversion of Base Rate Committed Loans to Eurocurrency Rate Committed Loans denominated in Dollars (provided that, if such Borrowing is the initial Credit Extension to be made on the Seventh Restatement Effective Date, notice must be received by the Administrative Agent not later than 2:00 p.m. two Business Days prior to the requested date of such Borrowing), (ii) 1:00 p.m. four Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Eurocurrency Rate LoansCommitted Loans denominated in Alternative Currencies, and (iiiii) 12:00 p.m. on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Borrower shall have delivered all items reasonably requested by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days prior to the Closing Date or the Administrative Agent has otherwise waived such advance delivery. Each telephonic notice by the Borrower Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c2.04(c)(i) and 2.04(c2.05(c)(i), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Committed Revolving Credit Borrowing, a conversion of Committed Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, ,
(iv) the Type of Committed Loans to be borrowed or to which existing Committed Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) in the case of a Revolving Credit Borrowing, the relevant currency and (vii) if applicable, the Designated Borrower. If the Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Revolving Credit Loans shall be made as, or converted to, Base a Eurocurrency Rate LoansCommitted Loan with an Interest Period of one month (subject to the definition of Interest Period). Any such automatic conversion to Eurocurrency Rate Committed Loans with an Interest Period of a Eurodollar Rate Loan to a Base Rate Loan one month shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar the applicable Eurocurrency Rate LoanLoans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount (and currency) of its Applicable Percentage Pro Rata Share of the applicable Committed Tranche of Loans, and if no timely notice of a conversion or continuation is provided by the BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Eurocurrency Rate Loans with an Interest Period of 1 month or continuation described in the preceding subsectionSection 2.02(a). In the case of a each Committed Borrowing, each Appropriate Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 4.02 (and, if such Borrowing is the initial Credit Extension, Section 5.014.01), the Administrative Agent shall make all funds so received available to the relevant Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the relevant Borrower on the books of Bank of America JPMCB with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the BorrowerCompany; provided, however, provided that if, on the date a the Committed Loan Notice with respect to a such Borrowing consisting of Revolving Loans is given by the BorrowerCompany, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing first denominated in Dollars shall be applied applied, first, to the payment in full of any such L/C Borrowings, and second, shall be made available to the payment in full of any such Swing Line Loans, and third, to the relevant Borrower as provided above.
(c) Subject to Section 3.05, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) ten (10) Interest Periods in effect with respect to Revolving Loans, and (ii) five (5) Interest Periods in effect with respect to the Term Loan.
Appears in 1 contract
Samples: Seventh Amendment and Restatement Agreement (Fidelity National Information Services, Inc.)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Term SOFR Loans shall be made upon the a Borrower’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by by: (A) telephone or (B) a Committed Loan Notice; provided that such any telephonic notice complies with must be confirmed immediately by delivery to the information requirements Administrative Agent of the form of a Committed Loan Notice. Each such Committed Loan Notice attached hereto). Except to the extent the Administrative Agent has waived advance receipt of such notices, each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three two (32) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Borrower shall have delivered all items reasonably requested by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days prior to the Closing Date or the Administrative Agent has otherwise waived such advance delivery. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $200,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c); provided, each Borrowing of or conversion to that a Base Rate Loans shall Committed Loan may be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofequal to the unused Aggregate Commitment. Each Committed Loan Notice (whether and each telephonic or written) notice shall specify (i) whether the Parent or the US Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan Loans shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loanthe applicable Term SOFR Loans. If the Borrower Parent requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Term SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Term SOFR Loan.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the BorrowerParent, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 4.02 (and, if such Borrowing is the initial Credit Extension, Section 5.014.01), the Administrative Agent shall make all funds so received available to the Parent or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the BorrowerParent; provided, however, that if, on the date a the Committed Loan Notice with respect to a Borrowing consisting of Revolving Loans is given by the Borrower, Parent there are L/C Borrowings outstanding, then the proceeds of such Borrowing first Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and and, second, shall be made available to the applicable Borrower as provided above.
(c) Subject to Section 3.05Except as otherwise provided herein, a Eurodollar Rate Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Term SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate Term SOFR Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Borrower Parent and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Term SOFR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Parent and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) ten (10) Interest Periods in effect with respect to Revolving Committed Loans.
(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrowers, the Administrative Agent, and such Lender.
(iig) five (5) Interest Periods With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in effect any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Term LoanAdministrative Agent shall post each such amendment implementing such Conforming Changes to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate SOFR Loans shall be made upon the Borrower’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephone (A) telephone, or (B) a Committed Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto). Except to the extent the Administrative Agent has waived advance receipt of such notices, each such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m.
(i) three (3) U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar SOFR Loans or of any conversion of SOFR Loans to Base Rate Committed Loans, and (ii) on one Business Day prior to the requested date of any Borrowing of Base Rate Committed Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless that if the Borrower shall have delivered all items reasonably requested wishes to request SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days not later than 11:00 a.m. four U.S. Government Securities Business Days prior to the Closing Date requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent has otherwise waived shall give prompt notice to the Lenders of such advance deliveryrequest and determine whether the requested Interest Period is acceptable to all of them. Each telephonic notice by Not later than 11:00 a.m., three U.S. Government Securities Business Days before the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to requested date of such Borrowing, conversion or continuation, the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed shall notify the Borrower (which notice may be by a Responsible Officer of telephone) whether or not the Borrowerrequested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Term Loan A-1s constituting SOFR Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Each Borrowing of or conversion to of Term Loan A-1s constituting Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of, conversion of or continuation of a Term Loan A-2 (whether or not such Term Loan A-2 constitutes as a SOFR Loan or a Base Rate Loan) shall be in a principal amount of $50,000,000 or in increments of $10,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the Class of the Committed Loans to be borrowed, converted or continued, (iv) the principal amount of Committed Loans to be borrowed, converted or continued, (ivv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan Loans shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loanthe applicable SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 4.02 (and, if such Borrowing is the initial Credit ExtensionCommitted Loan, Section 5.014.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Borrowing consisting of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.
(c) Subject to Section 3.05Except as otherwise provided herein, a Eurodollar Rate SOFR Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate SOFR Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate SOFR Loans selected hereunder upon the determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate the Prime Rate used in determining the Base Rate promptly following the public announcement of such change. Failure to deliver any such notice shall not affect the effectiveness of any such interest rate or result in any liability to the Administrative Agent.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) ten (10) Interest Periods in effect with respect to Revolving Committed Loans, and (ii) five (5) Interest Periods in effect with respect to the Term Loan.
Appears in 1 contract
Samples: Credit Agreement (Telephone & Data Systems Inc /De/)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each The Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by (A) telephone or (B) a Committed Loan Notice; provided that such any telephonic notice complies with must be confirmed immediately by delivery to the information requirements Administrative Agent of the form of a Committed Loan Notice. Each such Committed Loan Notice attached hereto). Except to the extent the Administrative Agent has waived advance receipt of such notices, each such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m.
(i) three (3) Business Days prior to the requested date of any the Borrowing of, any conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any the Borrowing of Base Rate Committed Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Borrower shall have delivered all items reasonably requested by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days prior to the Closing Date or the Administrative Agent has otherwise waived such advance delivery. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each The Borrowing of, each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each The Borrowing of or each conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a the Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loan. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Borrowing consisting of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.
(c) Subject to Section 3.05, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) ten (10) Interest Periods in effect with respect to Revolving Loans, and (ii) five (5) Interest Periods in effect with respect to the Term Loan.,
Appears in 1 contract
Samples: Term Loan Credit Agreement (Cboe Global Markets, Inc.)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate RateSOFR Loans shall be made upon the Borrower’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephone (provided that such telephonic notice complies with the information requirements of the form of i) telephone, or (ii) a Committed Loan Notice attached hereto)Notice. Except to the extent the Administrative Agent has waived advance receipt of such notices, each Each such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m.
(iA) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar RateSOFR Loans or of any conversion of Eurodollar RateSOFR Loans to Base Rate Committed Loans, and (iiB) on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless that if the Borrower shall have delivered all items reasonably requested wishes to request Eurodollar RateSOFR Loans under any Facility having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days not later than 11:00 a.m. five Business Days prior to the Closing Date requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders in respect of such Facility of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has otherwise waived such advance deliverybeen consented to by all the applicable Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate RateSOFR Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereofthereof or such other amount as corresponds to any Loan payment. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereofthereof or such other amount as corresponds to any Loan payment. Each Committed Loan Notice (whether telephonic or written) shall specify (i1) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate RateSOFR Loans, (ii2) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii3) the principal amount of Committed Loans to be borrowed, converted or continued, (iv4) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (5) whether the Committed Loans to be borrowed, converted or continued are Revolving Credit Loans or Term B Loans and (v6) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan Loans shall be effective as of the last day of the Interest Period then in effect with respect to such the applicable Eurodollar Rate LoanRateSOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate RateSOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 4.02 (and, if such Borrowing is the initial Credit ExtensionExtension hereunder, Section 5.014.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a the Committed Loan Notice with respect to a any Borrowing consisting of Revolving Credit Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.
(c) Subject to Section 3.05Except as otherwise provided herein, a Eurodollar Rate RateSOFR Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate RateSOFR Loan. During the existence of a an Event of Default, (i) no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate RateSOFR Loans having Interest Periods greater than one month without the consent of the Required Lenders. During the existence of an Event of Default, Revolving Lenders and (ii) no Term B Loans may be converted to or continued as Eurodollar Rate RateSOFR Loans without the consent of the Required Term B Lenders.
(d) The Administrative Agent shall promptly notify the Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate RateSOFR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) ten (10) Interest Periods in effect with respect to Revolving Loans, and Committed Loans (ii) five (5) Interest Periods in effect with respect or such greater number as may be acceptable to the Term LoanAdministrative Agent).
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Borrowings, Conversions and Continuations of Committed Loans. (ai) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Term SOFR Loans shall be made upon the Borrower’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephone (A) telephone, or (B) a Committed Loan Notice; provided that such any telephonic notice complies with must be confirmed immediately by delivery to the information requirements Administrative Agent of the form of a Committed Loan Notice. Each such Committed Loan Notice attached hereto). Except to the extent the Administrative Agent has waived advance receipt of such notices, each such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m.
(i) three (3) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans or SOFR Daily Floating Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans or SOFR Daily Floating Rate Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Borrower shall have delivered all items reasonably requested by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days prior to the Closing Date or the Administrative Agent has otherwise waived such advance delivery. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, or conversion to to, Term SOFR Loans or SOFR Daily Floating Rate Loans and each continuation of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c2.01(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan Loans shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loanthe applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Term SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
(bii) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 4.02 (and, if such Borrowing is the initial Credit Extension, Section 5.014.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a the Committed Loan Notice with respect to a such Borrowing consisting of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first Borrowing, first, shall be applied to the payment in full of any such L/C BorrowingsBorrowing, and second, shall be made available to the Borrower as provided above.
(ciii) Subject to Section 3.05Except as otherwise provided herein, a Eurodollar Rate Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Term SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Term SOFR Loans or SOFR Daily Floating Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders. During the existence of an Event of Default, no Loans may be converted to or continued (as Eurodollar Rate Loans applicable) without the consent of the Required Lenders.
(div) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any SOFR Daily Floating Rate Loans and to any Interest Period for Eurodollar Rate Term SOFR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(ev) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) ten (10) Interest Periods in effect with respect to Revolving Committed Loans.
(vi) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and (ii) five (5) Interest Periods in effect with respect to the Term Loansuch Lender.
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Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Revolving Credit Borrowing, each conversion of Committed Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Committed Loans shall be made upon the Company’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephone (provided that such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto)telephone. Except to the extent the Administrative Agent has waived advance receipt of such notices, each Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. three (3) Business Days prior to the requested date of any Borrowing ofof Eurocurrency Rate Committed Loans denominated in Dollars, continuation of Eurocurrency Rate Committed Loans denominated in Dollars or any conversion of Base Rate Committed Loans to Eurocurrency Rate Committed Loans denominated in Dollars (provided that, if such Borrowing is the initial Credit Extension to be made on the Sixth Restatement Effective Date, notice must be received by the Administrative Agent not later than 2:00 p.m. two Business Days prior to the requested date of such Borrowing), (ii) 1:00 p.m. four Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Eurocurrency Rate LoansCommitted Loans denominated in Alternative Currencies, and (iiiii) 12:00 p.m. on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Borrower shall have delivered all items reasonably requested by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days prior to the Closing Date or the Administrative Agent has otherwise waived such advance delivery. Each telephonic notice by the Borrower Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c2.04(c)(i) and 2.04(c2.05(c)(i), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Committed Revolving Credit Borrowing, a conversion of Committed Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) in the case of a Revolving Credit Borrowing, the relevant currency and (vii) if applicable, the Designated Borrower. If the Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Revolving Credit Loans shall be made as, or converted to, Base a Eurocurrency Rate LoansCommitted Loan with an Interest Period of one month (subject to the definition of Interest Period). Any such automatic conversion to Eurocurrency Rate Committed Loans with an Interest Period of a Eurodollar Rate Loan to a Base Rate Loan one month shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar the applicable Eurocurrency Rate LoanLoans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount (and currency) of its Applicable Percentage Pro Rata Share of the applicable Committed Tranche of Loans, and if no timely notice of a conversion or continuation is provided by the BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Eurocurrency Rate Loans with an Interest Period of 1 month or continuation described in the preceding subsectionSection 2.02(a). In the case of a each Committed Borrowing, each Appropriate Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 4.02 (and, if such Borrowing is the initial Credit Extension, Section 5.014.01), the Administrative Agent shall make all funds so received available to the relevant Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the relevant Borrower on the books of Bank of America JPMCB with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the BorrowerCompany; provided, however, provided that if, on the date a the Committed Loan Notice with respect to a such Borrowing consisting of Revolving Loans is given by the BorrowerCompany, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing first denominated in Dollars shall be applied applied, first, to the payment in full of any such L/C Borrowings, and second, shall be made available to the payment in full of any such Swing Line Loans, and third, to the relevant Borrower as provided above.
(c) Subject to Section 3.05Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During Committed Loan unless the existence of a Defaultrelevant Borrower pays the amount due, no Loans may be requested asif any, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lendersunder Section 3.06 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurodollar Eurocurrency Rate Loans without the consent of the Required LendersLoans.
(d) The Administrative Agent shall promptly notify the Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Committed Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in Bank of AmericaJPMCB’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Revolving Credit Borrowings, all conversions of Committed Revolving Credit Loans from one Type to the other, and all continuations of Committed Revolving Credit Loans as the same Type, there shall not be more than (i) ten (10) 20 Interest Periods in effect with respect to Revolving Committed Loans.
(f) The failure of any Lender to make the Committed Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, and (ii) five (5) Interest Periods in effect with respect if any, hereunder to make its Committed Loan on the Term Loandate of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Committed Loan to be made by such other Lender on the date of any Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Information Services, Inc.)
Borrowings, Conversions and Continuations of Committed Loans. (a) 1. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Committed Loans shall be made upon the Borrower’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephone (A) telephone, or (B) a Committed Loan Notice; provided that such any telephonic notice complies with must be confirmed immediately by delivery to the information requirements Administrative Agent of the form of a Committed Loan Notice. Each such Committed Loan Notice attached hereto). Except to the extent the Administrative Agent has waived advance receipt of such notices, each such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (i) three (3) Business Days prior to the 129229619_9 requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless that if the Borrower shall have delivered all items reasonably requested wishes to request Eurodollar Rate Committed Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days not later than 11:00 a.m. four Business Days prior to the Closing Date requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent has otherwise waived such advance delivery. Each telephonic shall give prompt notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent Lenders of a written Committed Loan Notice, appropriately completed such request and signed by a Responsible Officer determine whether the requested Interest Period is acceptable to all of the Borrowerthem. Each Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan Loans shall be effective as of the last day of the Interest Period then in effect with respect to such the applicable Eurodollar Rate LoanCommitted Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
(b) 2. Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 3:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 4.02 (and, if such Borrowing is occurring on the initial Credit ExtensionClosing Date, Section 5.014.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with 129229619_9 instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Borrowing consisting of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.
(c) Subject to Section 3.053. Except as otherwise provided herein, a Eurodollar Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Committed Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate Committed Loans without the consent of the Required Lenders.
(d) 4. The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Committed Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) 5. After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) ten (10) Interest Periods in effect with respect to Revolving Committed Loans, and (ii) five (5) Interest Periods in effect with respect to the Term Loan.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Revolving Borrowing, each Term Borrowing, each conversion of Committed such Loans from one Type to the other, and each continuation of Eurodollar Rate LIBORSOFR Loans shall be made upon the irrevocable notice from the Administrative Borrower to the Administrative Agent, which may be given by telephone (provided that such telephonic notice complies with the information requirements of the form of Committed Revolving Loan Notice or Term Loan Notice, as applicable, attached hereto). Except to the extent the Administrative Agent has waived advance receipt of such notices, each Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. threeone U.S. Government Securities Business Day prior to the requested date of any Borrowing of, conversion to or continuation of Daily Simple SOFR Loans or of any conversion of Daily Simple SOFR Loans to Base Rate Loans (ii) 1:00 p.m. three (3) U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar LIBORTerm SOFR Loans or of any conversion of LIBORTerm SOFR Loans to Base Rate Loans, and (iiiiiii) 12:00 p.m. on the requested date of any Borrowing of Base Rate Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Revolving Loans or Base Rate Loans unless the Borrower shall have delivered all items reasonably requested by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days prior to the Closing Date or the Administrative Agent has otherwise waived such advance deliveryTerm Loans. Each telephonic notice by the Administrative Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Revolving Loan Notice or Term Loan Notice, as applicable, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate LIBORSOFR Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c2.04(c) and 2.04(c2.05(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Revolving Loan Notice or Term Loan Notice, as applicable, (whether telephonic or written) shall specify (i) the applicable Borrower to which the proceeds of the Loan shall be disbursed, (ii) whether the Administrative Borrower is requesting a Committed Revolving Borrowing, a Term Borrowing, a conversion of Committed Revolving Loans from one Type to the other, or a continuation of Eurodollar Rate LIBORTerm SOFR Loans, (iiiii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iiiiv) the principal amount of Committed Loans to be borrowed, converted or continued, (ivv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect thereto. If the Administrative Borrower fails to specify a Type of Committed Revolving Loan in a Committed Revolving Loan Notice or a Type of Term Loan in a Term Loan Notice or if the Administrative Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Revolving Loans or Term Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan Loans shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loanthe applicable LIBORTerm SOFR Loans. If the Administrative Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate LIBORSOFR Loans in any such Committed Revolving Loan Notice or Term Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding the foregoing, all Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Administrative Agent shall have received an appropriate funding indemnity letter executed by the Borrowers and reasonably acceptable to the Administrative Agent at least three (3) Business Days prior to the Closing Date. In addition, notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBORSOFR Loan.
(b) Following receipt of a Committed Revolving Loan Notice or Term Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Revolving Loans or Term Loans, and if no timely notice of a conversion or continuation is provided by the Administrative Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Revolving Borrowing or a Term Borrowing, each applicable Lender shall make the amount of its Committed Revolving Loan or Term Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 2:00 p.m. on the Business Day specified in the applicable Committed Revolving Loan Notice or Term Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 4.02 (and, if such Borrowing is the initial Credit Extension, Section 5.014.01), the Administrative Agent shall make all funds so received available to the applicable Borrower designated to receive the proceeds of the Loan in the Revolving Loan Notice or the Term Loan Notice, as applicable, in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of Bank of America KeyBank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Administrative Borrower; provided, however, that if, on the date a Committed the Revolving Loan Notice or Term Loan Notice, as applicable, with respect to a such Borrowing consisting of Revolving Loans is given by the Administrative Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first shall be applied applied, first, to the payment in full of any such L/C Borrowings, and second, shall be made available to the applicable Borrower as provided above.
(c) Subject to Section 3.05Except as otherwise provided herein, a Eurodollar Rate LIBORTerm SOFR Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate LIBORTerm SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate LIBORTerm SOFR Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate LIBORTerm SOFR Loans upon determination of such interest rate. The determination of the LIBORSOFR by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Administrative Borrower and the Lenders of any change in Bank of AmericaKeyBank’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same TypeType and all Swing Line Loans, there shall not be more than the sum of (i) ten (10) the number of Interest Periods in effect with respect to Revolving Loans, Committed Loans and (ii) five Swing Line Loans shall not exceed ten (510) Interest Periods in effect with respect to the Term Loanat any one time.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar a Term SOFR Loan or an Alternative Currency Term Rate Loans Loan shall be made upon the Company’s irrevocable notice from the Borrower to the Administrative Agent, which may be given by (A) telephone or (B) a Committed Loan Notice; provided that such any telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto). Except must be confirmed promptly by delivery to the extent the Administrative Agent has waived advance receipt of such notices, each a Committed Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (i) three (3) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans; provided. Except as provided in Section 2.04(c), however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Borrower shall have delivered all items reasonably requested by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days prior to the Closing Date or the Administrative Agent has otherwise waived such advance delivery. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each each Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $500,000 5,000,000 or a whole multiple of the Dollar Equivalent of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed Loans to be borrowed, and (vii) if applicable, the Designated Borrower; provided, however, that if as of the date of any Committed Loan Notice requesting a Committed Borrowing, there are Swing Line Loans outstanding, the Company shall be deemed to have requested that a portion of the requested Committed Loans in a principal amount equal to the outstanding principal amount of such Swing Line Loans. If the Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Committed Loan, then the applicable Committed Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with, if applicable, an Interest Period of one month. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan Loans shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate the applicable Term SOFR Loan. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided pursuant to Sections 2.12(a) and 3.03, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. 2:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01)4.02, the Administrative Agent shall make all funds so received available to the Company or such other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the BorrowerCompany; provided, however, that if, on the date a the Committed Loan Notice with respect to a such Borrowing consisting of Revolving Loans is given by the Borrower, Company there are L/C Borrowings Swing Line Loans outstanding, then the proceeds of such Borrowing first shall be applied applied, first, to the payment in full of any such L/C BorrowingsSwing Line Loans, and second, shall be made available to the Borrower Borrowers as provided above.
(c) Subject to Section 3.05Except as otherwise provided herein, a Eurodollar Term SOFR Loans and Alternative Currency Term Rate Loan Loans may be continued or converted only on the last day of an Interest Period for such Eurodollar Term SOFR Loan or Alternative Currency Term Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar as, if applicable, Term SOFR Loans or Alternative Currency Term Rate Loans having Interest Periods greater than one month (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders. During the existence of an Event of Default; provided, no Loans may be converted to or continued as Eurodollar Rate Loans however, that without the consent of the Required LendersLenders any Term SOFR Loan or Alternative Currency Term Rate Loan may be continued only for a one month Interest Period at any time that a Default has occurred and is continuing and no Event of Default has occurred and is continuing. At any time that an Event of Default has occurred and is continuing, the Required Lenders may demand that any or all of the then outstanding Alternative Currency Term Rate Loan be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) ten (10) Interest Periods in effect with respect to Revolving Loans, and (ii) five (5) Interest Periods in effect with respect to the Committed Loans.
(f) On the date on which the aggregate unpaid principal amount of Term LoanSOFR Loans or Alternative Currency Term Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Committed Loans shall, on the last day of the then existing Interest Period therefor, (A) automatically be converted into Base Rate Committed Loans, in the case of Term SOFR Loans and (B) be repaid by the Borrowers, in the case of Alternative Currency Loans.
(g) With respect to any Relevant Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.
Appears in 1 contract
Samples: Credit Agreement (Veralto Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate SOFR Loans shall be made upon the Borrower’s irrevocable notice from the Borrower to the Administrative Agent, which may shall be given by telephone (provided that a Committed Loan Notice. Each such telephonic notice complies with the information requirements of the form of Committed Loan Notice attached hereto). Except to the extent the Administrative Agent has waived advance receipt of such notices, each such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m.
(i) three (3) U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar SOFR Loans or of any conversion of SOFR Loans to Base Rate Committed Loans, and (ii) on three Business Days prior to the requested date of any Borrowing of Base Rate Committed Loans; provided, however, all Committed Borrowings made on the Closing Date shall be made as Base Rate Loans unless that if the Borrower shall have delivered all items reasonably requested wishes to request SOFR Loans having an Interest Period other than three months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent for the making of Eurodollar Rate Loans at least three (3) days not later than 1:00 p.m. four U.S. Government Securities Business Days prior to the Closing Date requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent has otherwise waived shall give prompt notice to the Lenders of such advance deliveryrequest and determine whether the requested Interest Period is acceptable to all of them. Each telephonic notice by Not later than 1:00 p.m., three U.S. Government Securities Business Days before the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to requested date of such Borrowing, conversion or continuation, the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed shall notify the Borrower (which notice may be by a Responsible Officer of telephone) whether or not the Borrowerrequested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Term Loan A-1s constituting SOFR Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Each Borrowing of or conversion to of Term Loan A-1s constituting Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of, conversion of or continuation of a Term Loan A-2 (whether or not such Term Loan A-2 constitutes as a SOFR Loan or a Base Rate Loan) shall be in a principal amount of $50,000,000 or in increments of $10,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the Class of the Committed Loans to be borrowed, converted or continued, (iv) the principal amount of Committed Loans to be borrowed, converted or continued, (ivv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion of a Eurodollar Rate Loan to a Base Rate Loan Loans shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loanthe applicable SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monththree months.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 3:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension4.01, Section 5.01)4.02 and Section 4.03, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Borrowing consisting of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.
(c) Subject to Section 3.05Except as otherwise provided herein, a Eurodollar Rate SOFR Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate SOFR Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate SOFR Loans selected hereunder upon the determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate the Prime Rate used in determining the Base Rate promptly following the public announcement of such change. Failure to deliver any such notice shall not affect the effectiveness of any such interest rate or result in any liability to the Administrative Agent.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) ten (10) Interest Periods in effect with respect to Revolving Committed Loans, and (ii) five (5) Interest Periods in effect with respect to the Term Loan.
Appears in 1 contract
Samples: Credit Agreement (Telephone & Data Systems Inc /De/)
