Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Notice, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such 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 Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable 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 Section 2.02(a). In the case of a Borrowing, each Lender shall make the amount of its 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 Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02), 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 Citibank 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. (c) Except as otherwise provided herein, 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 an Event of Default, no Loans may be requested as, 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 Citibank’s base rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loans.
Appears in 1 contract
Samples: Credit Agreement (Ivax Corp)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) 12:00 noon three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, and (ii) 12:00 noon four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) 1:00 p.m. on the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe currency of the Loans to be borrowed, and (vii) if applicable, the information required by clause (4) of the Loan NoticeDesignated Borrower. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of a Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice; provided that a Base Rate Loan requested after noon on the same day funding is requested shall be available no later than 2:00 p.m. on that Business Day. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the Company 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 Citibank 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 of a Borrowing of Revolving Loans 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 such Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten twenty Interest Periods in effect with respect to Loanseffect.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Company’s (or other applicable Borrower’s ’s) irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by (A) telephone or in (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the form Administrative Agent of a written Conversion or Continuation Loan Notice. Each such notice Loan Notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, Australian Dollars or New Zealand Dollars, and (iiiii) on the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedwhether the Loans to be borrowed are Revolving A Loans, Revolving B Loans, Revolving C Loans, the information required by clause (4) Term A Loan, the Term B‑3 Loan, or an Incremental Term Loan, and, as applicable, the currency of the Loan NoticeLoans to be borrowed, and (vii) the applicable Borrower. If the Company or other applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company or other applicable Borrower fails to specify a Type of a Loan in a Loan Notice or if the Company or other applicable Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 Loans denominated in an Alternative Currency, Australian Dollars or New Zealand Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Company or other applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Company or other applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, Australian Dollars or New Zealand Dollars, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.03 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.02), the Administrative Agent shall make all funds so received available to the Company 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 Citibank 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 of a Borrowing of Revolving Loans denominated in Dollars, 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 applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans (whether in denominated in Dollars or any other currency) may be requested as, 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 Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 15 Interest Periods in effect with respect to all Loans.
(f) (i)
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans (other than any conversion of Eurodollar Rate Loans to Base Rate Loans as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans, which notice may be provided on the same day), and (ii) on the requested date of any Borrowing of Base Rate Loans. 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 or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Each Except as provided in Section 2.03(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 or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests request 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 the Borrower 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 for the applicable 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 Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the amount of its 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 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), 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 an account of the Borrower on the books of Citibank Xxxxx Fargo 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 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) Except as otherwise provided herein, 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 an Event of a Default, no Loans may be requested as, 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 CitibankXxxxx Fargo’s base rate Prime Rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as of the same Type, there shall not be more than ten 8 Interest Periods in effect with in respect to Loansof the Revolving Credit Facility.
Appears in 1 contract
Samples: Credit Agreement (Dennys Corp)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of 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 to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. Each telephonic notice by the applicable Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Except as provided in Sections 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, thereto and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If the applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of a Loan in a Loan Notice or if the applicable Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01 and/or 5.03, as applicable), the Administrative Agent shall make all funds so received available to the 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 Citibank 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 applicable Borrower; provided, however, that if, on the date of a Borrowing of Revolving Loans denominated in Dollars, 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 applicable Borrower as provided above. Each Lender, at its option, may make any Loan denominated in an Alternative Currency by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 McAfee and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower McAfee and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 5 Interest Periods in effect with respect to LoansRevolving Loans and 5 Interest Periods in effect with respect to the Term Loan.
(f) McAfee may at any time and from time to time, upon prior written notice by McAfee to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit) by a maximum aggregate amount of up to TWO HUNDRED MILLION DOLLARS ($200,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by the Borrower and reasonably acceptable to the Administrative Agent and the L/C Issuer; provided, that:
(i) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof;
(ii) no Default or Event of Default shall exist and be continuing at the time of any such increase;
(iii) no existing Lender shall be under any obligation to increase its Commitments and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion;
(iv) (A) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent;
(v) as a condition precedent to such increase, McAfee shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of McAfee, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties expressly refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 and (y) no Default or Event of Default exists; and
(vi) Each Borrower shall prepay any Loans owing by such Borrower and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Aggregate Revolving Commitments under this Section.
Appears in 1 contract
Samples: Credit Agreement (McAfee, Inc.)
Borrowings, Conversions and Continuations of Loans. (a) Each Term A Borrowing, each Revolving Credit Borrowing, each conversion of Term A Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the a Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
A.M. (i) on the date that is three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, and (ii) four Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of Eurocurrency Rate Loans denominated in EurosAlternative Currencies, and (iii) on the first Business Day prior to the date of the requested date of any Borrowing of Base Rate Loans. 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 or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the a Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof (in the case of Loans denominated in Dollars) or, €1,000,000 or a whole multiple of €500,000 in excess thereof (in the case of Loans denominated in Euros) or £1,000,000 or a whole multiple of £500,000 in excess thereof (in the case of Loans denominated in Sterling). Each 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 or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the a Borrower is requesting a Term A Borrowing, a Revolving Credit Borrowing, a conversion of Term A Loans or Revolving Credit 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term A Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If the Borrowers failsfail to specify a currency in a Committed Loan Notice requesting a Revolving Credit Borrowing, then the Revolving Credit Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the such Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Term A Loans or Revolving Credit 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 Loans denominated in Eurosan Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in Eurostheir original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the a 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 will be deemed to have specified an Interest Period of one month. No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Credit Loan and reborrowed in the other currency. Notwithstanding anything to the contrary herein, a Swing Line Loan in Dollars made to the US Borrower may not be converted to a Eurocurrency Rate Loan.
(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 under the applicable Facility of the applicable Term A Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Credit Loans denominated in a currency other than Dollars, in each case as described in the preceding Section 2.02(a). In the case of a Term A Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit Loan in EurosAlternative Currencies, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of Citibank 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 applicable Borrower; provided, however, that if, on the date a Committed Loan Notice denominated in Dollars with respect to a Revolving Credit Borrowing is given by the applicable Borrower, there are L/C Borrowings outstanding, then the proceeds of such 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 applicable Borrower as provided above.
(c) Except 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 an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or Eurosany Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in Eurosan Alternative Currency 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 Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the US Borrower and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term A Borrowings, all conversions of Term A Loans from one Type to the other, and all continuations of Term A Loans as the same Type, there shall not be more than ten five Interest Periods in effect with in respect of the Term A Facility. After giving effect to Loansall Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than five Interest Periods in effect in respect of the Revolving Credit Facility.
Appears in 1 contract
Samples: Credit Agreement (Colfax CORP)
Borrowings, Conversions and Continuations of Loans. (a) Each Term A Borrowing, each Revolving Credit Borrowing, each conversion of Term A Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the a Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
A.M. (i) on the date that is three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, and (ii) four Business Days prior to the requested date of any Revolving Credit Borrowing or continuation of Eurocurrency Rate Loans denominated in Euros, and (iii) on the first Business Day prior to the date of the requested date of any Borrowing of Base Rate Loans. 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 or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the a Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof (in the case of Loans denominated in Dollars) or €1,000,000 or a whole multiple of €500,000 in excess thereof (in the case of Loans denominated in Euros). Each 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 or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the a Borrower is requesting a Term A Borrowing, a Revolving Credit Borrowing, a conversion of Term A Loans or Revolving Credit 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term A Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If the Borrowers fails to specify a currency in a Committed Loan Notice requesting a Revolving Credit Borrowing, then the Revolving Credit Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the such Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Term A Loans or Revolving Credit 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 Loans denominated in Euros, such Loans shall be continued as Eurocurrency Rate Loans in Euros with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the a 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 will be deemed to have specified an Interest Period of one month. No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Credit Loan and reborrowed in the other currency. Notwithstanding anything to the contrary herein, a Swing Line Loan in Dollars made to the US Borrower may not be converted to a Eurocurrency Rate Loan.
(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 under the applicable Facility of the applicable Term A Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Base
(a) In the case of a Term A Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit Loan in Euros, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of Citibank 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 applicable Borrower; provided, however, that if, on the date a Committed Loan Notice denominated in Dollars with respect to a Revolving Credit Borrowing is given by the applicable Borrower, there are L/C Borrowings outstanding, then the proceeds of such 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 applicable Borrower as provided above.
(c) Except 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 an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or Euros) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in Euros 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 Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the US Borrower and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term A Borrowings, all conversions of Term A Loans from one Type to the other, and all continuations of Term A Loans as the same Type, there shall not be more than ten five Interest Periods in effect with in respect of the Term A Facility. After giving effect to Loansall Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than five Interest Periods in effect in respect of the Revolving Credit Facility.
Appears in 1 contract
Samples: Credit Agreement (Colfax CORP)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Borrower’s 's irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. Each telephonic notice by the any Borrower pursuant to this Section 2.02(a2.02
(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the such Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the such Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If the applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of a Loan in a Loan Notice or if the such Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a 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 Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s 's Office for the applicable currency not later than 1:00 p.m. p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the 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 Citibank 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 such Borrower; provided, however, that if, on the Borrowerdate of a Borrowing of Revolving Loans denominated in Dollars or 364-Day Loans, 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 such Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or an Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate 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 Borrowers and the Lenders of any change in Citibank’s base 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 Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 5 Interest Periods in effect with respect to Revolving Loans and not more than 5 Interest Periods in effect with respect to 364-Day Loans.
Appears in 1 contract
Samples: Credit Agreement (Brady Corp)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
12:00 noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate LoansLoans (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Loan NoticeNotice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such 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 Eurocurrency Rate Loan. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), 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 Citibank 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 of a Borrowing of Revolving Loans denominated in Dollars, 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) Except as otherwise provided herein, 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 an Event of Default, no Loans denominated in Dollars may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in Dollars be converted immediately to Base Rate Loans.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency 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 CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 10 Interest Periods in effect at any time with respect to all Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Company’s (or other applicable Borrower’s ’s) irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by (A) telephone or in (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the form Administrative Agent of a written Conversion or Continuation Loan Notice. Each such notice Loan Notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, Australian Dollars or New Zealand Dollars, and (iiiii) on the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedwhether the Loans to be borrowed are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the information required by clause (4) Term A Loan, the Term B3 Loan, the Term B-4 Loan, or an Incremental Term Loan, and, as applicable, the currency of the Loan NoticeLoans to be borrowed, and (vii) the applicable Borrower. If the CHAR1\1792192v4 Company or other applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company or other applicable Borrower fails to specify a Type of a Loan in a Loan Notice or if the Company or other applicable Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 Loans denominated in an Alternative Currency, Australian Dollars or New Zealand Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Company or other applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Company or other applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, Australian Dollars or New Zealand Dollars, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.03 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.02), the Administrative Agent shall make all funds so received available to the Company 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 Citibank 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 of a Borrowing of Revolving Loans denominated in Dollars, 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 applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans (whether in denominated in Dollars or any other currency) may be requested as, 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 Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent lviii CHAR1\1792192v4 shall notify the Borrower Company and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 15 Interest Periods in effect with respect to all Loans.
(f) (i)
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. 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 of, Multicurrency Revolving Loans that are Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Multicurrency Revolving Loans that are Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Thai Baht, (iii) four (4) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iv) five (5) Business Days prior to the requested date of any Borrowing or any continuation of Eurocurrency Rate Loans denominated in a Special Notice Currency or Australian Dollars, (v) five (5) Business Days prior to the requested date of any Borrowing by the Company of Thai Revolving Loans denominated in Dollars and (iivi) on the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 2,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof (or, in the case of any Thai Revolving Loan, the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $250,000 in excess thereof). Each 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 the Dollar Equivalent of $500,000 1,000,000 or a whole multiple of the Dollar Equivalent of $100,000 250,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe currency of the Loans to be borrowed, and (vii) if applicable, the information required by clause (4) of the Loan NoticeDesignated Borrower. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of a Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 Loans denominated in an Alternative Currency or Thai Baht, as applicable, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one (1) month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender in writing of the amount (and currency) of its Applicable Percentage of the applicable 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency or Thai Baht, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the 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 Citibank 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 the Loan Notice with respect to a Borrowing of Multicurrency Revolving Loans denominated in Dollars is given by the Company, 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 applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the outstanding Eurocurrency Rate Loans denominated in Dollars be converted immediately to Base Rate Loans and any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency or Thai Baht 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 Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten eighteen (18) Interest Periods in effect with respect effect.
(f) This Section 2.02 shall not apply to Swing Line Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative applicable Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by by: (A) telephone or in (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the form applicable Agent of a written Conversion or Continuation Loan Notice. Each such notice must be received by the Administrative applicable Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of of, Eurodollar Rate Loans denominated in Dollars or of any conversion of Eurodollar Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans denominated in Alternative Currencies and (iiiii) on the requested date of any Borrowing of Base Rate Loans or Canadian Prime Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 2,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Each Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans or Canadian Prime Rate Loans shall be in a principal amount of the Dollar Equivalent of $500,000 1,000,000 or a whole multiple of the Dollar Equivalent of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the requested Borrowing is to be a Domestic Revolving A Borrowing, a Canadian Revolving Borrowing, a Borrowing of Designated Borrower Revolving Loans, a Borrowing of the Term Loan or a Borrowing of the Incremental Term Loan, (ii) whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate 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 Loans to be borrowed, converted or continued, (ivv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (vvi) if applicable, the duration of the Interest Period with respect thereto, thereto and (vivii) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If the applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing of Revolving Loans, then the Revolving Loans so requested shall be made in Dollars (or, in the case of Canadian Revolving Loans, Canadian Dollars). If the applicable Borrower fails to specify a Type of a Loan in a Loan Notice or if the applicable Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans (or, in the case of Canadian Revolving Loans, Canadian Prime Rate Loans); provided, however, that in the case of a failure to timely request a continuation of Revolving Loans denominated in an Alternative Currency, such Loans shall be continued as Eurodollar Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and then reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative applicable Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative applicable Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or Canadian Prime Rate Loans, or continuation of Revolving Loans denominated in a currency other than Dollars or Canadian Dollars, in each case, as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative applicable Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office or the Canadian Administrative Agent’s Office, as applicable, for the applicable currency not later than 1:00 p.m. p.m., in the case of any Revolving Loan denominated in Dollars, any Canadian Revolving Loan or the Term Loan, and not later than the Applicable Time specified by the applicable Agent in the case of any Revolving Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either at the option of the applicable Borrower by (i) crediting the account of the such Borrower on the books of Citibank 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 applicable Agent by such Borrower; provided, however, that if, on the Borrowerdate of a Borrowing of Revolving Loans denominated in Dollars, 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 such Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Rate Loan. During the existence of If an Event of DefaultDefault shall have occurred and be continuing, no Loans (other than Alternative Currency Loans) may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative applicable Agent shall promptly notify the Borrower PRA 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 applicable Agent shall notify the Borrower PRA and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate Rate, or the Canadian Prime Rate, as applicable, promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 12 Interest Periods in effect with respect to all Loans.
(f) PRA may at any time after the FifthSeventh Amendment Effective Date and from time to time, upon prior written notice by PRA to the Administrative Agent, increase the Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) in an aggregate amount not to exceed, $125,000,000.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s 's irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans denominated in Dollars or of any conversion of Eurodollar Rate Loans denominated in Dollars to Base Rate Loans, (ii) five Business Days prior to the requested date of any Borrowing of or continuation of Eurodollar Rate Loans denominated in a Permitted Foreign Currency, and (iiiii) on the requested date of any Borrowing of Base Rate Loans; provided, however, all Borrowings made on the Closing Date shall be made as Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a2.02(b) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Except as provided in Sections 2.03(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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) the Available Currency of the Loans to be borrowed and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, and (vi) where a Borrowing is being requested, then the information required by clause (4) of the Loan NoticeLoans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, however, in the case of a failure to give timely notice to continue a Foreign Currency Loan, such Loan shall be continued as a Foreign Currency Loan denominated in the same Permitted Foreign Currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable 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 or continuation of Foreign Currency Committed Loans, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s 's Office for the applicable Available Currency not later than 1:00 p.m. p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in a Permitted Foreign Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), 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 Citibank 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 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 shall be applied, first, to the payment in full of any such L/C Borrowings and second, to the Borrower as provided above.
(c) Except as otherwise provided hereinSubject 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 an Event 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.
(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. The determination of the Eurodollar 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 and the Lenders of any change in Citibank’s base 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 Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 10 Interest Periods in effect with respect to Revolving Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s (provided that, with respect to a Borrowing on the Closing Date, such notice may be delivered by the Buyer) irrevocable notice delivery to the Administrative Agent, which (x) in the case Agent of a Borrowing shall be in the form of a written Committed Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan which may be given by telephone or in as provided below), appropriately completed and signed by a Responsible Officer of the form of a written Conversion or Continuation NoticeBorrower. Each such notice must be received by the Administrative Agent (i) not later than 11:00 a.m.
a.m. three (i3) three Business Days prior to the requested date of any Borrowing ofof Eurodollar Rate Loans, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans to Base Rate Loans, and or (ii) on not later than 12:00 p.m. (noon) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower delivered pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. 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 or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Term 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, thereto and (vi) where a Borrowing is being requested, the information required by clause (4) account of the Loan NoticeBorrower to be credited with the proceeds of such Borrowing. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Term Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. 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 (1) month.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable Class of 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 or continuation described in Section 2.02(a). In the case of a each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. (with respect to Eurodollar Rate Loans) or 2:00 p.m. (with respect to Base Rate Loans) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of Subject to the applicable terms and conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02)hereof, the Administrative Agent shall make all funds so actually 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 Citibank 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.
(c) Except as otherwise provided herein, a A Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate LoanLoan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Required Lenders, upon written notice to the Borrower and the Administrative Agent, may require that no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required LendersLoans.
(d) The Administrative Agent shall promptly notify the Borrower and the Appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar 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 and the Appropriate Lenders of any change in Citibank’s base rate used in determining the Base Prime Rate promptly following the public announcement determination of such change.
(e) After giving effect to all Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than ten six (6) Interest Periods in effect with respect effect.
(f) The failure of any Lender to Loansmake the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
a.m. (i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02), the Administrative Agent shall make all funds so received available to the Borrower Company in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower Company on the books of Citibank U.S. Bank 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 the Loan Notice with respect to such Borrowing denominated in Dollars is given by the Company, 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 Company as provided above.
(c) Except 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 an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and during the existence of an Event of Default (without prejudice to any other rights that the Lenders may have in relation to such Event of Default), Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in CitibankU.S. Bank’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loans.
Appears in 1 contract
Samples: Credit Agreement (Reinsurance Group of America Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of 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 to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. Each telephonic notice by the any Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the such Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the such Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If the applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of a Loan in a Loan Notice or if the such Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a 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 Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial Borrowing, also Credit Extension,
Section 4.02), 5.01) the Administrative Agent shall make all funds so received available to the 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 Citibank 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 such Borrower; provided, however, that if, on the date the Loan Notice with respect to a Borrowing of Revolving Loans denominated in Dollars is given by a 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 such Borrower as provided above. Each Lender, at its option, may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or an Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Borrowers and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 12 Interest Periods in effect with respect to LoansRevolving Loans (no more than 4 of such Interest Periods may be for 7 days).
Appears in 1 contract
Samples: Credit Agreement (Brady Corp)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. 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 of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, thereto and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Loan NoticeNotice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 (1) month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.03 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.02), 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 Citibank 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 the Loan Notice with respect to such Borrowing denominated in Dollars 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) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding (i) Eurocurrency Rate Loans denominated in Dollars be converted immediately to Base Rate Loans and (ii) Eurocurrency Rate Loans denominated in an Alternative Currency 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 and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency 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 CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 10 Interest Periods in effect with respect to all Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Borrower’s 's irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the such Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Class and Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (viv) where a Borrowing is being requestedif applicable, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If a Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of a Loan in a Loan Notice or if the a Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each applicable Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s 's Office for the applicable currency not later than 1:00 p.m. p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of Citibank 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 applicable Borrower; provided, however, that if, on the date the Loan Notice with respect to a Borrowing of Revolving A Loans denominated in Dollars is given by the Company, 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 Company as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of DefaultDefault following the written request of the Administrative Agent or the Required Lenders, (i) no Loans denominated in Dollars may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) and (ii) no Eurocurrency Rate Loans denominated in Alternative Currencies may be continued for Interest Periods exceeding one month, in each case, without the consent of the Required Lenders. During the existence of an Event of Default under Section 9.01(a), 9.01(f) or 9.01(g), the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 applicable Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the applicable Lenders of any change in Citibank’s base 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 Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten twelve Interest Periods in effect with respect to the Loans.
(f) This Section 2.02 shall not apply to Swing Line Loans.
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Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative AgentAdministrator, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent Administrator not later than 11:00 a.m.
(i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. Each telephonic notice by the Borrower Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent Administrator of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof, provided, that Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of of, or conversion to to, Base Rate Loans shall be in a principal amount of $500,000 200,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent Administrator shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the BorrowerCompany, the Administrative Agent Administrator shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent Administrator in immediately available funds Same Day Funds at the Administrative AgentAdministrator’s Funding Office for the applicable currency not later than 1:00 p.m. p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrator in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02)4.01, the Administrative Agent Administrator shall make all funds so received available to the Borrower Company in like funds as received by the Administrative Agent Administrator either by (i) crediting the account of the Borrower on the books of Citibank 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 Administrator by the BorrowerCompany.
(c) Except 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 an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Administrator shall promptly notify the Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent Administrator shall notify the Borrower Company and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowingsthe Borrowing, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten (i) five (5) Interest Periods in effect with respect to LoansLoans denominated in Dollars and (ii) five (5) Interest Periods in effect with respect to Loans denominated in Alternative Currencies.
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Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Each 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Loan NoticeNotice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such 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 Eurocurrency Rate Loan. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), 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 Citibank 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 of a Borrowing of Revolving Loans, denominated in Dollars, 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) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a Default, no Loans denominated in Dollars may be requested as, converted to or continued as Eurocurrency Rate Loans without the consent of the Required Lenders. During the existence of an Event of Default, no Loans the Required Lenders may be requested as, converted to demand that any or continued as Eurodollar all of the then outstanding Eurocurrency Rate Loans without the consent of the Required Lendersdenominated in Dollars be converted immediately to Base Rate Loans.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency 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 CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Revolving Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
12:00 noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereofthereof (or, if the then Aggregate Revolving Commitments are less than $100,000, such lesser amount). Each 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 thereofthereof (or, if the then Aggregate Revolving Commitments are less than $100,000, such lesser amount). Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such 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 Rate Loan.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable 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 as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), 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 Citibank 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 the Loan Notice with respect to a Borrowing 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) Except as otherwise provided herein, 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 an Event of a Default, no Loans the Required Lenders may be requested as, converted to demand that any or continued as all of the then outstanding Eurodollar Rate Loans without the consent of the Required Lendersbe converted immediately to Base Rate Loans.
(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 Citibank’s base rate the Prime Rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten four Interest Periods in effect with respect to Revolving Loans.
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Samples: Credit Agreement (Websense Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s 's irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on one Business Day prior to the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a2.02(b) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans that are Revolving Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Each Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans that are Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of, conversion to or continuation of a Term Loan or an Incremental Term Loan (whether Base Rate Loans or Eurodollar Loans) shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the otheranother, 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such 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 Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable LoansLoan(s), 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 as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s 's Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), 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 Citibank Bank of America with the amount of such funds 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 of a Borrowing of Revolving Loans, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second, to the Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Rate Loan. During the existence of an a Default or Event of Default, (i) no Revolving Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Revolving Lenders, and the Required Revolving Lenders may demand that any or all of the then outstanding Revolving Loans that are Eurodollar Rate Loans be converted immediately to Base Rate Loans, (ii) no Term Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the outstanding Term Loans and unfunded Term Loan Commitments, if any, and such Lenders may demand that any or all of the then outstanding Term Loans that are Eurodollar Rate Loans be converted immediately to Base Rate Loans, and (iii) no Incremental Term Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the outstanding Incremental Term Loans, and such Lenders may demand that any or all of the then outstanding Incremental Term Loans that are Eurodollar Rate Loans be converted immediately to Base Rate Loans.
(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. The determination of the Eurodollar 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 and the Lenders of any change in Citibank’s base 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 Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 8 Interest Periods in effect with respect to Revolving Loans, 8 Interest Periods in effect with respect to the Term Loan and 8 Interest Periods in effect with respect to the Incremental Term Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the such Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe currency of the Loans to be borrowed and (vii) if applicable, the information required by clause (4) of the Loan NoticeDesignated Borrower. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of a Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the Company 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 Citibank 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 of a Borrowing of Revolving Loans denominated in Dollars, 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 applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans (whether in denominated in Dollars or any Alternative Currency) may be requested as, 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 Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 5 Interest Periods in effect with respect to all Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s 's irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans denominated in Dollars or of any conversion of Eurodollar Rate Loans denominated in Dollars to Base Rate Loans, (ii) five Business Days prior to the requested date of any Borrowing of or continuation of Eurodollar Rate Loans denominated in a Permitted Foreign Currency, and (iiiii) on the requested date of any Borrowing of Base Rate Loans; provided, however, all Borrowings made on the Closing Date shall be made as Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a2.02(b) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Except as provided in Sections 2.03(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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) the Available Currency of the Loans to be borrowed and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, and (vi) where a Borrowing is being requested, then the information required by clause (4) of the Loan NoticeLoans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, however, in the case of a failure to give timely notice to continue a Foreign Currency Loan, such Loan shall be continued as a Foreign Currency Loan denominated in the same Permitted Foreign Currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable 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 or continuation of Foreign Currency Committed Loans, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s 's Office for the applicable Available Currency not later than 1:00 p.m. p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in a Permitted Foreign Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02)5.02, 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 Citibank 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 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 shall be applied, first, to the payment in full of any such L/C Borrowings and second, to the Borrower as provided above.
(c) Except as otherwise provided hereinSubject 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 an Event 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.
(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. The determination of the Eurodollar 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 and the Lenders of any change in Citibank’s base 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 Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 10 Interest Periods in effect with respect to Revolving Loans.
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Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to to, or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to to, or continuation of Eurodollar of, Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Each 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the Designated Borrower on whose behalf the Borrowing is being made (applicable only to Alternative Currency Loan Borrowings), (iii) 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 Loans to be borrowed, converted or continued, (ivv) the Type and Class of Loans to be borrowed or to which existing Loans are to be convertedconverted or continued, (vvi) if applicable, the duration of the Interest Period with respect thereto, and (vivii) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar of, Eurocurrency Rate Loans in any such Loan Notice, but fails fail to specify an Interest Period, it the Company will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 a continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(athe preceding subsection (a). In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the an account of the Borrower Company on the books of Citibank 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 Loan Notice with respect to a Revolving Borrowing denominated in Dollars is given by the Company, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second, to the payment in full of any such Swing Line Loans, and third, to the Company as provided above.
(c) Except 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 an Event of Default, no Loans may be requested as, converted to to, or continued as Eurodollar as, Eurocurrency Rate Loans without (whether in Dollars or any Alternative Currency) and the consent Required Lenders may demand that any or all of the Required Lendersthen outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 applicable Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the applicable Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten seven (7) Interest Periods in effect with respect to LoansRevolving Loans and seven (7) Interest Periods in effect with respect to the Term Loan.
(f) The failure of any Lender to make any Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender on the date of any Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Global Power Equipment Group Inc/)
Borrowings, Conversions and Continuations of Loans. (a) Each Term Loan Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, other and each continuation of Eurodollar Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans denominated in Dollars or of any conversion of Eurodollar Rate Loans denominated in Dollars to Base Rate Loans, (ii) five Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans denominated in Yen, and (iiiii) on the requested date of any Borrowing of Base Rate Loans. 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 or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Term Loan Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe currency of the Revolving Credit Loans to be borrowed, and (vii) if applicable, the information required by clause (4) of the Loan NoticeDesignated Borrower. If the Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Revolving Credit Borrowing, then the Revolving Credit Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Revolving Credit Loan in a Committed Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided that in the case of a failure to timely request a continuation of Loans denominated in Yen, such Loans shall be continued as Eurodollar Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such 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 Rate Loan. No Loan may be converted into or continued as a Loan denominated in a different currency. Revolving Credit Loans may be prepaid in the original currency of such Revolving Credit 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 under the Applicable Facility of the applicable Term Loans or Revolving Credit 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 Committed Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding clause. In the case of a Term Loan Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in Yen, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), the Administrative Agent shall make all funds so received available to the Company 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 Citibank 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 that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing denominated in Dollars is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such 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 applicable Borrower as provided above.
(c) Except as otherwise provided herein, 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 an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans (whether in Dollars or Yen) without the consent of (x) with respect to Term Loans, the Required Term Lenders, and (y) with respect to Revolving Credit Loans, the Required Revolving Lenders. During the existence of an Event of Default (x) the Required Term Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans that are Term Loans denominated in Yen be redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto, and (y) the Required Revolving Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans that are Revolving Credit Loans denominated in Yen 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 Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Loan Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than ten two Interest Periods in effect with in respect of the Term Loan Facility. After giving effect to Loansall Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than eight Interest Periods in effect in respect of the Revolving Credit Facility.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe currency of the Loans to be borrowed, and (vii) if applicable, the information required by clause (4) of the Loan NoticeDesignated Borrower. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of a Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the Company 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 Citibank 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 of a Borrowing of Revolving Loans denominated in Dollars, 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) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans denominated in Dollars may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in Dollars be converted immediately to Base Rate Loans.
(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 Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten eight (8) Interest Periods in effect with respect to Revolving Loans.
Appears in 1 contract
Samples: Credit Agreement (Flir Systems Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by (A) telephone or in (B) a Loan Notice; provided that any telephonic notice must be confirmed by delivery to the form Administrative Agent of a written Conversion or Continuation Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) 12:00 noon three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, and (ii) 12:00 noon four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) 1:00 p.m. on the requested date of any Borrowing of Base Rate Loans or Floating Eurocurrency Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of or conversion to Base Rate Loans or Floating Eurocurrency Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe currency of the Loans to be borrowed, and (vii) if applicable, the information required by clause (4) of the Loan NoticeDesignated Borrower. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of a Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan or Floating Eurocurrency Rate Loan.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice; provided that a Base Rate Loan requested after noon on the same day funding is requested shall be available no later than 2:00 p.m. on that Business Day. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the Company 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 Citibank 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.
(c) Except as otherwise provided hereinCompany; provided, a Eurodollar Rate Loan may be continued or converted only however, that if, on the last day date of an Interest Period for such Eurodollar Rate Loan. During a Borrowing of Revolving Loans there are L/C Borrowings outstanding, then the existence of an Event of Default, no Loans may be requested as, 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 proceeds of such interest rate. At any time that Base Rate Loans are outstandingBorrowing, first, shall be applied to the Administrative Agent shall notify the Borrower and the Lenders payment in full of any change in Citibank’s base rate used in determining the Base Rate promptly following the public announcement of such changeL/C Borrowings and second, shall be made available to such Borrower as provided above.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of 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 to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the such Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Class and Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (viv) where a Borrowing is being requestedif applicable, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If a Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of a Loan in a Loan Notice or if the a Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each applicable Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of Citibank 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 applicable Borrower; provided, however, that if, on the date the Loan Notice with respect to a Borrowing of Revolving A Loans denominated in Dollars is given by the Company, 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 Company as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of DefaultDefault following the written request of the Administrative Agent or the Required Lenders, (i) no Loans denominated in Dollars may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) and (ii) no Eurocurrency Rate Loans denominated in Alternative Currencies may be continued for Interest Periods exceeding one month, in each case, without the consent of the Required Lenders. During the existence of an Event of Default under Section 9.01(a), 9.01(f) or 9.01(g), the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 applicable Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the applicable Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten twelve Interest Periods in effect with respect to the Loans.
(f) This Section 2.02 shall not apply to Swing Line Loans.
Appears in 1 contract
Samples: Credit Agreement (United Online Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans or of any conversion of Eurodollar Eurocurrency Rate Loans to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) the currency of the Loans to be borrowed and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, and (vi) where a Borrowing is being requested, then the information required by clause (4) of the Loan NoticeLoans so requested shall be made in Dollars. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable 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 as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), 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 Citibank 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 of a Borrowing of Revolving Loans, 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) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then currency Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency 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 CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 6 Interest Periods in effect with respect to all Loans.
(f) The Borrower may at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent, increase the Commitments (but not the Letter of Credit Sublimit, the Swing Line Sublimit and the Alternative Currency Sublimit) by a maximum aggregate amount of up to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) as follows:
Appears in 1 contract
Samples: Credit Agreement (Aegion Corp)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of Special Notice Currency) prior to the requested date of any Borrowing of, conversion to or continuation of, Eurocurrency Rate Loans denominated in Alternative Currencies and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a2.02(b) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Each 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the currency and Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Notice, then the applicable Loans such Loan shall be made as, or converted to, as a Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate LoansLoan. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Borrower fails to give a timely notice requesting a conversion or continuation of a Eurocurrency Loan, then such Eurocurrency Loan shall be converted to a Base Rate Loan on the last day of the Interest Period applicable thereto, provided, however, that in the case of a failure to timely request a continuation of a Revolving Loan denominated in an Alternative Currency, such Revolving Loan shall be continued as a Eurocurrency Rate Loan in its original currency with an Interest Period of one month. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable 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 or continuation of Revolving Loans denominated in an Alternative Currency, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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. in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), 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 Citibank 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 of a Borrowing of Revolving Loans in Dollars, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be Table of Contents applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an a Default or Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that (i) any or all of the then outstanding Eurocurrency Rate Loans denominated in Dollars be converted immediately to Base Rate Loans and (ii) any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate 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 and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten five Interest Periods in effect with respect to LoansRevolving Loans and five Interest Periods in effect with respect to the Term Loan.
Appears in 1 contract
Samples: Credit Agreement (Practiceworks Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each The Term Loan Borrowing, each Committed Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in which, other than the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan Initial Credit Extension, may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of (A) any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars or of (B) any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Committed Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies and (iii) one Business Day prior to the requested date of any Committed Borrowing of Base Rate LoansCommitted Loans in Dollars. 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 Loan Notice or Conversion or Continuation Notice, as the case may beBorrowing Request, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, Request (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, thereto and (vi) where the currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Borrowing is being requestedRequest requesting a Borrowing, then the information required by clause (4) of the Loan NoticeLoans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Loan Notice Borrowing Request or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then (A) the applicable Loans denominated in an Alternative Currency shall be made or continued, as applicable, as Eurocurrency Rate Loans with an Interest Period of one month, and (B) the applicable Committed Loans denominated in Dollars shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans or continuation as Eurocurrency Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such 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 Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable 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 Section 2.02(a). In the case of a Borrowing, each Lender shall make the amount of its 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 Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02), 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 Citibank 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.
(c) Except as otherwise provided herein, 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 an Event of Default, no Loans may be requested as, 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 Citibank’s base rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loans.applicable
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s Company's irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in U.S. Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any conversion Borrowing or continuation of Eurodollar Eurocurrency Rate Loans to Base Rate Loansdenominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Loans. 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 or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of (x) in the case of Eurocurrency Rate Loans denominated in U.S. Dollars, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurocurrency Rate Loans denominated in an Alternative Currency, $500,000 or a whole multiple of $100,000 in excess thereof. Each Except as provided in Section 2.03(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 or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Term Borrowing, a U.S. Revolving Credit Borrowing, a Multinational Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe currency of the Loans to be borrowed, and (vii) if applicable, the information required by clause (4) of the Loan NoticeDesignated Borrower. If the Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Loans so requested shall be made in U.S. Dollars. If the Company fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided that, in the case of a failure to timely request a continuation of 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company 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 will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan.
(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 under the applicable Facility of the applicable Term Loans, U.S. Revolving Credit Loans or Multinational Revolving Credit 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 automatic continuation of Loans denominated in a currency other than U.S. Dollars, in each case as described in Section 2.02(a)the preceding clause. In the case of a Term Borrowing, a U.S. Revolving Credit Borrowing or a Multinational Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s 's Office for the applicable currency not later than 1:00 p.m. p.m., in the case of any Loan denominated in U.S. Dollars, and not later than the Applicable Time specified by the Administrative Agent, in the case of any 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 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), the Administrative Agent shall make all funds so received available to the Company or 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 Citibank 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.
(c) Except 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 an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in U.S. Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be redenominated into U.S. Dollars in the amount of the U.S. 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 Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in Citibank’s base 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 Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten seventeen Interest Periods in effect with respect to Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of 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 to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 LoansLoans by GFI. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Each Except as provided in Section 2.03(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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) the currency of such Loans and (vi) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Foreign Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If GFI fails to specify a Type of a Loan in a Loan Notice or if the Borrower GFI fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of GFI’s failure to timely request a continuation of 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Foreign Borrower fails to timely request a continuation of 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. The Foreign Borrower shall not be permitted to convert any Eurocurrency Rate Loans to Base Rate Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a 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 Loans, and (x) if no timely notice of a conversion or continuation is provided by the BorrowerGFI with respect to any of its Loans, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars and (y) if no timely notice of a continuation is provided by the Foreign Borrower with respect to any of its Loans, the Administrative Agent shall notify each Lender of the details of any continuation of Loans, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the 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 Citibank 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 applicable Borrower; provided, however, that if, on the date of a Borrowing of Revolving Loans, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second, to the applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an a Default or Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that (i) any or all of the then outstanding Eurocurrency Rate Loans made to GFI be converted to Base Rate Loans and (ii) any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be redenominated into Dollars in the amount of the Dollar Equivalent thereof, in the case of the preceding clauses (i) and (ii) on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate 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 GFI and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten five Interest Periods in effect with respect to the Revolving Loans.
(f) GFI may at any time and from time to time, after the Closing Date, upon prior written notice by GFI to the Administrative Agent, increase the Aggregate Revolving Commitments up to a maximum of TWO HUNDRED SEVENTY FIVE MILLION DOLLARS ($275,000,000), after giving effect to such increases, with additional Revolving Commitments from any existing Lender or new Revolving Commitments from any other Person selected by GFI and approved by the Administrative Agent (not to be unreasonably withheld); provided that:
(i) the Consolidated Leverage Ratio (calculated on a Pro Forma Basis after giving effect to any such increase) is less than 2.00 to 1.00;
(ii) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof;
(iii) no Default or Event of Default shall be continuing at the time of any such increase or after giving effect to any such increase;
(iv) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(A) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (B) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; and
(vi) as a condition precedent to such increase, GFI shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) in the case of GFI, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI (other than the representations and warranties contained in Sections 6.05(e) (with respect to a Business MAC only) and 6.06) and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (2) no Default or Event of Default exists and (C) containing a reasonably detailed calculation of the Consolidated Leverage Ratio (demonstrating that the Consolidated Leverage Ratio is less than 2.0 to 1.0 on a Pro Forma Basis after giving effect to such increase) as of the most recent fiscal quarter end for which GFI has delivered financial statements pursuant to Section 7.01(b). Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Commitments under this Section. In connection with any such increase in the Aggregate Revolving Commitments, the Letter of Credit Sublimit (but not the Alternative Currency Sublimit) shall be increased by the same amount and Schedule 2.01 shall be revised by the Administrative Agent to reflect the new Revolving Commitments and distributed to the Lenders.
Appears in 1 contract
Samples: Credit Agreement (GFI Group Inc.)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
12:00 noon (i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Company and, if applicable, any Designated Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe currency of the Loans to be borrowed, and (vii) if applicable, the information required by clause (4) of the Loan NoticeDesignated Borrower. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a 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 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial Borrowing, also Section 4.024.01), the Administrative Agent shall make all funds so received available to the Company 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 Citibank UBS 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.
(c) Except 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 an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders; provided, however, that without the consent of the Required Lenders any Eurocurrency Rate Loans denominated in an Alternative Currency 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 Eurocurrency Rate Loans denominated in an Alternative Currency 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 Eurocurrency Rate 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 CitibankUBS’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loans.
(f) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Loans shall, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Loans are denominated in Dollars, automatically be converted into Base Rate Loans, and (B) if such Eurocurrency Rate Loans are denominated in any Alternative Currency (other than Dollars), be repaid by the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Danaher Corp /De/)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s Borrowers’ irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower Borrowers pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerBorrowers. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Each Except as provided in Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is Borrowers are requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the identity of the Borrower with respect to the Borrowing, conversion or continuation, as the case may be, (iii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iiiiv) whether such Loans are Revolving Loans, Term A-1 Loans, Term A-2 Loans or Term B Loans and the principal amount of such Loans to be borrowed, converted or continued, (ivv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Borrower fails Borrowers fail to specify a Type of a Loan in a Loan Notice or if the Borrower fails Borrowers fail to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests Borrowers request a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails fail to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the BorrowerBorrowers, the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each applicable Lender shall make the amount of its 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 Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the Borrower Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower Borrowers on the books of Citibank 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 BorrowerBorrowers; provided, however, that if, on the date of a Borrowing of Revolving Loans, 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 Borrowers as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans.
(d) The Administrative Agent shall promptly notify the Borrower Borrowers 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 Borrowers and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to all outstanding Loans.
Appears in 1 contract
Samples: Credit Agreement (Fortress Investment Group Holdings LLC)
Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit 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 to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
12:00 p.m. (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 Eurodollar Base Rate Loans to Base Eurocurrency Rate Loans, and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate Loans or conversion of any Eurocurrency Rate Loans to Base Rate Loans. Each telephonic notice by the applicable Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the such Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Each 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 or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto; provided that, and (vi) where notwithstanding anything to the contrary contained herein, solely with respect to a Borrowing is being requestedof Eurocurrency Rate Loans on the Closing Date, the information required by clause (4) of the Loan NoticeBorrowers may select an Interest Period that expires on April 30, 2021. If the applicable Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the applicable 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 will be deemed to have specified an Interest Period of one (1) month.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of a each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. p.m., in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), the Administrative Agent shall make all funds so received available to the Borrower Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower Borrowers on the books of Citibank 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 applicable Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the such Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrowers as provided above.
(c) Except 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 LoanLoan unless the Borrowers pay the amount due, if any, under Section 3.05 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 requested as, 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 Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate 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 Borrowers and the Lenders of any change in Citibankthe Administrative Agent’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect (or such greater number as may be acceptable to the Administrative Agent).
(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.
(g) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing, or in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m. on the date of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share or other applicable share provided for under this Agreement available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender and the Borrowers severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to Loansany amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. 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 requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Base Rate Loans to Eurocurrency Rate Loans denominated in Dollars, (ii) four (4) Business Days prior to the requested date of Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternate Currencies or any conversion of Base Rate LoansLoans to Eurocurrency Rate Loans denominated in Alternate Currencies, and (iiiii) on or before 12:00 noon on the requested date of any Borrowing of Base Rate LoansLoan. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower such request is requesting for a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or the Type of Loans to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed, and (vii) the applicable Borrower for the request. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Notice, then the applicable Loans shall be made as, or converted to, as Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period (or the Company fails to timely deliver a notice of conversion or continuation prior to the expiration of an Interest Period), it will be deemed to have specified an Interest Period of one (1) month; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternate Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one (1) month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency. Any Swingline Loans shall be made in accordance with the procedures set forth in Section 2.12.
(b) Following receipt of a 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 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a). In the case of a each Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Settlement Time specified by the Administrative Agent in the case of any Loan in an Alternate Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is on the initial BorrowingClosing Date, also Section 4.024.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of Citibank 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 BorrowerCompany.
(c) Except 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 Upon the existence occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrowers that no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans without the consent (whether in Dollars or in any Alternate Currency) and that all of the Required Lendersoutstanding Eurocurrency Rate Loans be converted immediately to Base Rate Loans and any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternate Currency 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 Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate 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 or demonstrable error. At any time that when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Borrowers and the Lenders of any change in Citibankthe Administrative Agent’s base rate Prime Rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten six Interest Periods in effect unless otherwise agreed between the Company and the Administrative Agent.
(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.
(g) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the applicable Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Overnight Rate plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to Loansany amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest or demonstrable error. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the applicable Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of 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 to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. Each telephonic notice by the any Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the such Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the such Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If the applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of a Loan in a Loan Notice or if the such Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a 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 Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the 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 Citibank 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 such Borrower; provided, however, that if, on the Borrowerdate of a Borrowing of Revolving Loans denominated in Dollars, 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 such Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or an Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate 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 Borrowers and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 8 Interest Periods in effect with respect to LoansRevolving Loans (no more than 4 of such Interest Periods may be for 7 days).
Appears in 1 contract
Samples: Credit Agreement (Brady Corp)
Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit 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 to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
12:00 p.m. (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 Eurodollar Base Rate Loans to Base Eurocurrency Rate Loans, and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate Loans or conversion of any Eurocurrency Rate Loans to Base Rate Loans. Each telephonic notice by the applicable Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the such Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Each 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 or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the applicable Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the applicable 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 will be deemed to have specified an Interest Period of one (1) month.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of a each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. p.m., in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), the Administrative Agent shall make all funds so received available to the Borrower Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower Borrowers on the books of Citibank 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 applicable Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the such Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrowers as provided above.
(c) Except 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 LoanLoan unless the Borrowers pay the amount due, if any, under Section 3.05 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 requested as, 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 Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate 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 Borrowers and the Lenders of any change in Citibankthe Administrative Agent’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect (or such greater number as may be acceptable to the Administrative Agent).
(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.
(g) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing, or in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m. on the date of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share or other applicable share provided for under this Agreement available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender and the Borrowers severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to Loansany amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, Australian Dollars or New Zealand Dollars, and (iiiii) on the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the such Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedwhether the Loans to be borrowed are Revolving A Loans or Revolving B Loans and the currency of the Loans to be borrowed and (vii) if applicable, the information required by clause (4) of the Loan NoticeDesignated Borrower. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of a Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 Loans denominated in an Alternative Currency, Australian Dollars or New Zealand Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, Australian Dollars or New Zealand Dollars, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the Company 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 Citibank 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 of a Borrowing of Revolving Loans denominated in Dollars, 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 applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans (whether in denominated in Dollars or any other currency) may be requested as, 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 Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 10 Interest Periods in effect with respect to all Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each USD Term Borrowing, each Revolving Credit Borrowing, each EUR Term Borrowing, each conversion of USD Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by (A) telephone or in (B) a Loan Notice, provided that any telephonic notice must be confirmed promptly by delivery to the form Administrative Agent of a written Conversion or Continuation Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
12:00 noon (i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Alternative Currency Loans, and (iiiii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Except as provided in Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice2.04, as the case may be, appropriately completed and signed by an Authorized Officer of the Borrower. Each each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or Alternative Currency Daily Rate Loans shall be in a principal amount of $5,000,000 (or, in the case of the EUR Term Facility, €5,000,000) or a whole multiple of $1,000,000 (or, in the case of the EUR Term Facility, €1,000,000) in excess thereof. Each Except as provided in Sections 2.03(c) and 2.05(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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a USD Term Borrowing, a Revolving Credit Borrowing, a EUR Term Borrowing, a conversion of USD Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans or Alternative Currency Daily 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing USD Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe currency of the Revolving Credit Loans to be borrowed, and (vii) if applicable, the information required by clause (4) Designated Borrower; provided, however, that if as of the date of any Loan NoticeNotice requesting a Revolving Credit Borrowing, there are Swing Line Loans outstanding, the Company shall be deemed to have requested that a portion of the requested Revolving Credit Loans in a principal amount equal to the outstanding principal amount of such Swing Line Loans be denominated in Dollars. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of USD Term Loan or Revolving Credit Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable USD Term Loan or Revolving Credit 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 Revolving Credit Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans or Alternative Currency Daily Rate Loans in their original currency with, if applicable, an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.. No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Credit Loan and reborrowed in the other currency. 145501075_6
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable USD Term Loans, Revolving Credit Loans or EUR Term 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 Revolving Credit Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a USD Term Borrowing, a Revolving Credit Borrowing or a EUR Term Borrowing, each Appropriate Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 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 Citibank 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 the Loan Notice with respect to such Revolving Credit Borrowing is given by the Company there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any L/C Borrowings, second, to the payment in full of any Swing Line Loans, and third, to the Borrowers as provided above.
(c) Except 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 an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders; provided, however, that without the consent of the Required Lenders any Eurocurrency Rate Loans denominated in an Alternative Currency 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 Loans 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 Eurocurrency Rate Revolving Credit 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 Citibank’s base rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all USD Term Borrowings, all conversions of USD Term Loans from one Type to the other, and all continuations of USD Term Loans as the same Type, there shall not be more than ten five Interest Periods in effect in respect of the USD Term Facility. After giving effect to all EUR Term Borrowings and all continuations of EUR Term Loans, there shall not be more than five Interest Periods in effect in respect of the EUR Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than five Interest Periods in effect with respect of the Revolving Credit Facility. 145501075_6
(f) With respect to Loansany Alternative Currency Daily Rate or Eurocurrency Rate, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement 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 Benchmark Replacement Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be convertedconverted or continued, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where in the case of a Borrowing is being requestedLoan Notice requesting a Revolving Borrowing, the information required by clause (4) currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Loan NoticeNotice requesting a Revolving Borrowing, then the Revolving Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Term Lender or Revolving Lender, as the case may be, of the amount (and, in the case of a Loan Notice of a Revolving Borrowing, currency) of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(athe preceding subsection (a). In the case of a Borrowing, each Lender shall make the amount of its 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. 12:00 noon, in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), 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 an account of the Borrower on the books of Citibank 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 the Loan Notice with respect to such Borrowing denominated in Dollars 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 applicable Borrower as provided above.
(c) Except 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 an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Revolving Lenders may demand that any or all of the then outstanding Revolving Loans which are Eurocurrency Rate Loans denominated in an Alternative Currency 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 and the applicable Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency 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 CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten sixteen (16) Interest Periods in effect with respect to Loans.
(f) The failure of any Lender to make any Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender on the date of any Borrowing.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s delivery of an irrevocable notice Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) 12:00 noon on the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in Table of Contents effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such 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 Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable 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 Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), 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 Citibank 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 the Loan Notice with respect to such Borrowing 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) Except as otherwise provided herein, 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 an a Default or Event of Default, no Loans may be requested as, 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. The determination of the Eurodollar 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 and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to Revolving Loans.
Appears in 1 contract
Samples: Credit Agreement (Health Net Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
11:30 a.m. (i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. Each telephonic notice by the Borrower Company pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Borrowing Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Except as provided in Sections 2.3(c) and 2.4(c), each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. 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 Loan Borrowing Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed, and (vii) the applicable Borrower. If the Borrower Company fails to specify a currency in a Borrowing Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Borrowing Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Borrowing Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. Notwithstanding the foregoing, the Borrower may request Eurocurrency Rate Loans denominated in Dollars to be made on the Effective Date provided the Company has given the Administrative Agent a Borrowing Notice not later than 11:30 a.m. three Business Days prior to the Effective Date.
(b) Following receipt of a Loan Borrowing Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Lending Percentage of the applicable 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Base Rate Loan, not later than noon, in the case of any Eurocurrency Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Borrowing Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.2 (and, if such Borrowing is the initial BorrowingLoan, also Section 4.024.1), the Administrative Agent shall make all funds so received available to the 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 Citibank 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 not later than 2:30 p.m., in the case of any Loan denominated in Dollars and not later than two hours after the funding deadline specified by the Administrative Agent with respect to such Loan in the case of any Loan in an Alternative Currency.
(c) Except as otherwise provided hereinSubject to the provisions of Section 3.5, a Eurodollar Eurocurrency Rate Loan may be continued or converted only other than on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence continuance of an Event of DefaultDefault under Section 7.1(a) or, solely with respect to any Borrower, Section 7.1(f) or (g), without the consent of the Required Lenders (i) no Loans denominated in Dollars may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans without and (ii) no Loans denominated in an Alternative Currency may be continued as Eurocurrency Rate Loans with an Interest Period longer than one month. Notwithstanding any other provision hereunder, no Borrower shall be entitled to convert (x) Loans denominated in one currency into Loans denominated in another currency, (y) Eurocurrency Rate Loans denominated in an Alternative Currency into a Base Rate Loan, or (z) Tranche A Loans into Tranche B Loans or Tranche B Loans into Tranche A Loans. If Aptar SAS requests a Borrowing of Tranche B Loans to be made on any date other than the consent last day of an Interest Period for Tranche A Loans and such Borrowing results in the Required Lenderspurchase of Tranche A Loans by Non-Tranche B Lenders pursuant to Section 2.1(c), the Company shall pay any amounts due under Section 3.5.
(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 Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of demonstrable 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 CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loanseffect.
Appears in 1 contract
Samples: Credit Agreement (Aptargroup Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by (A) telephone or in the form of (B) a written Conversion or Continuation Loan Notice. 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 of, Multicurrency Revolving Loans that are Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Multicurrency Revolving Loans that are Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four (4) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) five (5) Business Days prior to the requested date of any Borrowing or any continuation of Eurocurrency Rate Loans denominated in a Special Notice Currency or Australian Dollars and (iiiv) on the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 2,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 500,000 in excess thereof. Each 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 the Dollar Equivalent of $500,000 1,000,000 or a whole multiple of the Dollar Equivalent of $100,000 250,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe currency of the Loans to be borrowed, and (vii) if applicable, the information required by clause (4) of the Loan NoticeDesignated Borrower. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of a Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 (1) month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender in writing of the amount (and currency) of its Applicable Percentage of the applicable 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the 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 Citibank 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 the Loan Notice with respect to a Borrowing of Multicurrency Revolving Loans denominated in Dollars is given by the Company, 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 applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, 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 Required Lenders may demand that any or all of the interest rate applicable to any Interest Period for Eurodollar outstanding Eurocurrency Rate Loans upon determination of such interest rate. At any time that denominated in Dollars be converted immediately to Base Rate Loans are outstandingand any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the Administrative Agent shall notify amount of the Borrower and Dollar Equivalent thereof, on the Lenders last day of any change in Citibank’s base rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten then current Interest Periods in effect Period with respect to Loansthereto.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Loan NoticeNotice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. Notwithstanding anything herein, no Swing Line Loan may be converted to a Eurocurrency Rate Loan.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and5.02 and Section 5.03, if such Borrowing in the case of a Loan that is not a Certain Funds Loan, and upon satisfaction of the initial Borrowingconditions set forth in Section 5.02 and Section 5.04, also Section 4.02)in the case of a Loan that is a Certain Funds Loan, 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 Citibank 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 and, except in the case of Certain Funds Loans, reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date of a Borrowing of Revolving Loans denominated in Dollars (other than Certain Funds Loans), 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) Except as otherwise provided herein, 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 an Event of Default, no Loans may be requested as, 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 Eurocurrency 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 CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(ed) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to LoansRevolving Loans and five (5) Interest Periods in effect with respect to the Term Loan.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by by: (A) telephone or in (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the form Administrative Agent of a written Conversion or Continuation Loan Notice. Each such notice Loan Notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, thereto and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Loan NoticeNotice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such 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 Eurocurrency Rate Loan. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), 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 Citibank 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 of a Borrowing of Revolving Loans denominated in Dollars, 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) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in Dollars be converted immediately to Base Rate Loans and any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency 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 CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Revolving Loans.
Appears in 1 contract
Samples: Credit Agreement (Innerworkings Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable written notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower) to the Administrative Agent or Swingline Lender (as applicable); provided, that the Borrower will provide telephonic confirmation of each such notice to the Administrative Agent immediately following the delivery thereof (although Administrative Agent shall be entitled to rely upon any written Loan Notice and (y) in notice received by it from the case Borrower regardless of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticewhether such telephonic notice is delivered). Each such notice must be received by the Administrative Agent or Swingline Lender (as applicable) not later than 11:00 a.m.A.M.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on one Business Day prior to the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by , and (iii) on the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent requested date of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Officer any Borrowing of the BorrowerSwingline Loans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Except as provided in Sections 2.03(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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans which are Revolving Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such 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 contained herein, Swingline Loans may not be converted or continued pursuant to the terms of this Section 2.02.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable 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 Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), 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 Citibank 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, that to the extent the Borrower does not specifically identify a different account, the Administrative Agent shall be permitted to assume that any Borrowing is to be funded to the account identified in the Borrowing Letter. Notwithstanding anything contained herein to the contrary, if, on the date a 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 shall be applied, first, to the payment in full of any such L/C Borrowings and second, to the Borrower as provided above. With respect to Loan Notices requesting Swingline Loans, the Swingline Lender shall initiate the transfer of funds representing the Swingline Loan advance to the Borrower by 3:00 P.M. on the Business Day of the requested borrowing.
(c) Except as otherwise provided herein, If a Eurodollar Rate Loan may be is continued or converted only on a day other than the last day of an Interest Period for such Eurodollar Rate LoanLoan the Borrower shall pay the amounts, if any, due under Section 3.05. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required LendersLoans.
(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. The determination of the Eurodollar 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 and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten five (5) Interest Periods in effect with respect to Borrowings of Revolving Loans.
Appears in 1 contract
Samples: Credit Agreement (Wells Real Estate Investment Trust Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02), the Administrative Agent shall make all funds so received available to the Borrower Company in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower Company on the books of Citibank JPMorgan 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 the Loan Notice with respect to such Borrowing denominated in Dollars is given by the Company, 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 Company as provided above.
(c) Except 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 an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and during the existence of an Event of Default (without prejudice to any other rights that the Lenders may have in relation to such Event of Default), Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in CitibankJPMorgan’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loans.
Appears in 1 contract
Samples: Credit Agreement (Reinsurance Group of America Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
11:30 a.m. (i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. Each telephonic notice by the Borrower Company pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Borrowing Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. 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 Loan Borrowing Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed, and (vii) the applicable Borrower. If the Borrower Company fails to specify a currency in a Borrowing Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Borrowing Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Borrowing Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. Notwithstanding the foregoing, the Borrower may request Eurocurrency Rate Loans denominated in Dollars to be made on the Amendment Effective Date provided the Company has given the Administrative Agent a Borrowing Notice not later than 11:30 a.m. three Business Days prior to the Amendment Effective Date.
(b) Following receipt of a Loan Borrowing Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Lending Percentage of the applicable 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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. 1:00p.m., in the case of any Base Rate Loan, not later than noon, in the case of any Eurocurrency Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Borrowing Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02)4.2, the Administrative Agent shall make all funds so received available to the 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 Citibank 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.
(c) Except as otherwise provided herein, 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 an Event of Default, no Loans may be requested as, 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 Citibank’s base rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loans.or
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of 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 to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of Agent pursuant to a written Loan Notice Notice, appropriately completed and (y) in signed by a Responsible Officer or duly authorized signatory of the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticeapplicable Borrower. Each such notice Loan Notice (except as otherwise set forth in Sections 2.13 and 2.14 with respect to Swing Line Loans) must be received by the Administrative Agent not later than 11:00 9:00 a.m.
(i) three two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars, Euros or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and Sterling (ii) four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of any Eurocurrency Rate Loans denominated in Available Foreign Currencies (other than Euros, Sterling and Japanese yen), (iii) five Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Japanese yen and (iv) on the Business Day prior to the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 which is equal to or a whole multiple of $1,000,000 in excess thereofof the Minimum Principal Amount. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 1 million or a whole multiple of $100,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (iA) whether the such Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (iiB) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iiiC) the principal amount and Tranche of Loans to be borrowed, converted or continued, (ivD) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (vE) if applicable, the requested duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the such Borrower fails to specify a Type of Loan in a Loan Notice or if the such Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the such Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such 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 Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Commitment Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the relevant Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the such Borrower or Borrowers on the books of Citibank 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 such Borrower or Borrowers; provided, however, that (i) if such Borrowing is a Borrowing of Group Revolving Loans and on the Borrowerdate of such Borrowing, there are Group Swing Line Loans outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Group Swing Line Loans, and second, to Luxco as provided above and (ii) if such Borrowing is a Borrowing of Target Revolving Loans and on the date of such Borrowing, there are Target Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Target Swing Line Loans, and third, to APP as provided above.
(c) Except as otherwise provided herein, without the consent of the Required Lenders, 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 an Event of Default, (i) no Loans Target Revolving Loan may be requested as, converted to or continued as Eurodollar a Eurocurrency Rate Loans without Loan and (ii) at the consent request of the Required Lenders, any outstanding Target Revolving Loan that is a Eurocurrency Rate Loan denominated in Dollars shall be converted immediately to a Base Rate Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower or Borrowers (with a copy to FSE) and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate 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 FSE and the Lenders of any change in CitibankDBNY’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) No Interest Period may be selected (whether pursuant to a new Borrowing, a conversion or a continuation) with respect to any Eurocurrency Rate Loans if the amount of the respective Borrowing to which such Interest Period would apply shall be less than the Minimum Principal Amount. After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, (i) there shall not be more than six Interest Periods in effect with respect to the Tranche A1 Term Loan, (ii) there shall not be more than six Interest Periods in effect with respect to the Tranche A2 Term Loan, (iii) there shall not be more than six Interest Periods in effect with respect to the Tranche B1 Term Loan, (iv) there shall not be more than six Interest Periods in effect with respect to the Tranche B2 Term Loan; provided in each case that, for purposes hereof, Interest Periods with respect to Loans (whether or not of the same Type) with separate or different Interest Periods will be considered as separate Interest Periods, even if such Interest Periods end on the same date, and (v) there shall not be more than ten Interest Periods in effect with respect to LoansTarget Revolving Loans or ten Group Revolving Loans outstanding at any time.
Appears in 1 contract
Samples: Credit Agreement (Fresenius Kabi Pharmaceuticals Holding, Inc.)
Borrowings, Conversions and Continuations of Loans. (a) 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 Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of (A) any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars or of (B) any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) one Business Day prior to the requested date of any Committed Borrowing of Base Rate LoansCommitted Loans in Dollars. 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 or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. 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 or Conversion or Continuation Notice, as the case may be, (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 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 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, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Committed Loans to be borrowed. If the Borrower fails to specify a currency in a Committed Loan NoticeNotice requesting a Borrowing, then the Committed Loans 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 in a Conversion or Continuation Noticecontinuation, then (A) the applicable Committed Loans denominated in an Alternative Currency shall be made or continued, as applicable, as Eurocurrency Rate Loans with an Interest Period of one month, and (B) the applicable Committed Loans denominated in Dollars shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans or continuation as Eurocurrency Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. 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 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 Lender of the amount (and currency) 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 (in the case of Committed Loans denominated in Dollars) or continuation as Eurocurrency Rate Loans with an Interest Period of one month (in the case of Committed Loans denominated in a currency other than Dollars), in each case as described in Section 2.02(a)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. 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 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), 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 Citibank 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 that if, on the date the Committed Loan Notice with respect to such Committed Borrowing denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Committed 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) Except 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 an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans, other than Eurocurrency Rate Loans denominated in Dollars (which shall be automatically converted to Base Rate Loans at the conclusion of the then-applicable Interest Period), be prepaid or redenominated into Dollars in the amount of the Dollar Equivalent thereof and converted to Base Rate Loans, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency 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 CitibankBank of America’s base 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 ten five Interest Periods in effect with respect to Committed Loans.
(f) Notwithstanding anything in this Section 2.02 to the contrary, in the event the Borrower desires to obtain a Committed Borrowing of Eurocurrency Rate Loans on the Closing Date, the Borrower shall have delivered to the Administrative Agent for the benefit of the Lenders at least three Business Days prior to the Closing Date (or four Business Days in the event any portion of such initial Committed Borrowing to be made on the Closing Date is to be Loans denominated in an Alternative Currency) a funding indemnity letter in form and substance reasonably satisfactory to the Administrative Agent addressing matters substantially the same as those set forth in Section 3.05.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice notice, to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent substantially in the form attached hereto as Exhibit A or any other form that may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, (i) in the case of a Eurocurrency Rate Loan, not later than 11:00 a.m.
1:00 p.m., New York City time, three (i3) three Business Days prior to before the requested date of any the proposed Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) in the case of a Base Rate Loan, not later than 1:00 p.m., New York City time, on the requested date Business Day of any Borrowing of Base Rate Loansthe proposed Borrowing. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery hand delivery, telecopy or electronic transmission to the Administrative Agent of a written Committed Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount minimum of $500,000 or a whole (and any amount in excess thereof shall be an integral multiple of $100,000 in excess thereof100,000). Each Committed Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a conversion of 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 Class, currency and principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, thereto and (vi) where a Borrowing is being requested, the information required by clause (4) location and number of the Loan Notice. If the Borrower fails Borrower’s account to specify a Type of Loan in a Loan Notice or if the Borrower fails which funds are to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticebe disbursed, then the applicable Loans which shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such 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 Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable 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 Section 2.02(a). In the case of a Borrowing, each Lender shall make the amount of its 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 Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02), 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 Citibank comply with the amount requirements 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.
(c) Except as otherwise provided herein, 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 an Event of Default, no Loans may be requested as, 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 Citibank’s base rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loans.Section 2.02
Appears in 1 contract
Samples: Second Lien Term Loan Credit Agreement (Utz Quality Foods, LLC)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
11:30 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in U.S. Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in U.S. Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of (x) in the case of Eurocurrency Rate Loans denominated in U.S. Dollars, $5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding) and (y) in the case of Eurocurrency Rate Loans denominated in an Alternative Currency, the Alternative Currency Equivalent of $500,000 or a whole multiple of the Alternative Currency Equivalent of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) the applicable Facility and whether the Borrower Company is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, as the case may be, under such Facility, (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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe currency of the Loans to be borrowed, and (vii) if applicable, the information required by clause (4) of the Loan NoticeDesignated Borrower. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in U.S. Dollars. If the Company fails to specify a Type of Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided that in the case of a failure to timely request a continuation of 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such 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 Eurocurrency Rate Loan. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan NoticeNotice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the BorrowerCompany, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than U.S. Dollars, in each case as described in Section 2.02(a)clause (a) of this Section. In the case of a Borrowing, each Appropriate Lender shall make the amount of its 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 Loan denominated in U.S. Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), the Administrative Agent shall make all funds so received available to the Company 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 Citibank 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 that if, on the date the Loan Notice with respect to a Revolving Borrowing denominated in U.S. Dollars is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied 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) Except 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 an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the outstanding Eurocurrency Rate Loans denominated in U.S. Dollars be converted immediately to Base Rate Loans and any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into U.S. Dollars in the amount of the U.S. Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall promptly notify be conclusive and binding on the Borrower Company and the Lenders in the absence 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 Citibank’s base rate used in determining the Base Rate promptly following the public announcement of such changemanifest error.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than ten five (5) Interest Periods in effect in respect of the Term Facility. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than seventeen (17) Interest Periods in effect in respect of the Revolving Facility.
(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 respect any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to Loansa cashless settlement mechanism approved by the Company, the Administrative Agent and such Lender.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice notice, to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent substantially in the form attached hereto as Exhibit A or any other form that may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, (i) in the case of a Eurocurrency Rate Loan, not later than 11:00 a.m.
1:00 p.m., New York City time, three (i3) three Business Days prior to before the requested date of any the proposed Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) in the case of a Base Rate Loan, not later than 1:00 p.m., New York City time, on the requested date Business Day of any Borrowing of Base Rate Loansthe proposed Borrowing. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery hand delivery, telecopy or electronic transmission to the Administrative Agent of a written Committed Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount minimum of $500,000 or a whole (and any amount in excess thereof shall be an integral multiple of $100,000 in excess thereof100,000). Each Committed Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a conversion of 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 Class, currency and principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, thereto and (vi) where a Borrowing is being requested, the information required by clause (4) location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(b). If the Borrower fails to specify a currency in a Committed Loan NoticeNotice requesting a Borrowing, then the applicable Loans shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made or continued as, or converted toto Base Rate Loans; provided, Base that, notwithstanding anything herein to the contrary, all Loans denominated in a currency other than Dollars shall be Eurocurrency Rate Loans. Any such automatic conversion to Base Rate Loans or continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails fail to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For the avoidance of doubt, the Borrower and Lenders acknowledge and agree that any conversion or continuation of an existing Loan shall be deemed to be a continuation of that Loan with a converted interest rate methodology and not a new Loan.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage of the applicable Class of 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 or continuation described in Section 2.02(a). In the case of a each Borrowing, each Appropriate Lender shall make (or cause its Applicable Lending Office to make) the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office for the applicable currency 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 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension on the Closing Date, also Section 4.024.01), the Administrative Agent shall shall, not later than 3:00 p.m. on the borrowing date specified in such Committed Loan Notice, 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 maintained with the books of Citibank 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.
(c) Except 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 LoanLoan unless the Borrower pays the amount due, if any, under Section 3.04 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that (i) no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans without and (ii) unless repaid, each Eurocurrency Rate Loan shall be converted to a Base Rate Loan at the consent end of the Required LendersInterest Period applicable thereto.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base The determination of the Eurocurrency Rate Loans are outstanding, by the Administrative Agent shall notify be conclusive in the Borrower and the Lenders absence of any change in Citibank’s base rate used in determining the Base Rate promptly following the public announcement of such changemanifest error.
(e) After Anything in clauses (a) to (d) above to the contrary notwithstanding, after giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect at any time for all Borrowings of Eurocurrency Rate Loans.
(f) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing, or, in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m., New York City time, on the date of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Applicable Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such Applicable Percentage available to the Administrative Agent on the date of such Borrowing in accordance with clause (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (a) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (b) in the case of such Lender, the greater of (x) the Federal Funds Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to Loansany amounts owing under this Section 2.02(f) shall be conclusive in the absence of demonstrable error. If the Borrower and such Lender shall both pay all or any portion of the principal amount in respect of such Borrowing or interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such Borrowing or interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
Appears in 1 contract
Samples: First Lien Term Loan Credit Agreement (Collier Creek Holdings)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans under a given Facility from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
a.m. (New York City time) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) not later than 12:00 p.m. (New York City time) one Business Day prior to the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 (or the Dollar Equivalent thereof, in the case of Alternative Currencies) or a whole multiple of $1,000,000 (or the Dollar Equivalent thereof, in the case of Alternative Currencies) in excess thereof. Each Except as provided in Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be convertedconverted and the applicable Facility and Class to which such Loans belong, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where in the case of any Revolving Loans, the currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing is being requestedof any Revolving Loans, then the information required by clause (4) of the Loan NoticeLoans so requested shall be made in Dollars. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, (i) in the case of Term Loans maintained as Base Rate Loans and Revolving Loans denominated in Dollars, Base Rate Loans or (ii) in the case of any other Loans, Eurocurrency Rate Loans with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or continuation of Eurocurrency Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead (and only in the case of the Revolving Facility) must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount (and, in the case of Revolving Loans, currency) of its Applicable Percentage under the applicable Facility of the applicable Loans, and and, in the case of Revolving Loans, 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 or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Appropriate Lender shall make the amount of its 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. (New York City time), in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the Borrower, as directed by the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citibank 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 of a Borrowing by the Borrower of Revolving Loans denominated in Dollars, 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 relevant Borrower as provided above.
(c) Except 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 LoanLoan unless the Borrower pays the amount due under Section 3.05 in connection therewith. During the existence of an Event of Default, no Loans denominated in Dollars may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans having Interest Periods greater than one month without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in Dollars be converted immediately to Base Rate Loans.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency 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 Citibank’s base rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans under a given Facility from one Type to the other, and all continuations of Loans under a given Facility as the same Type, there shall not be more than ten Interest Periods in effect the aggregate at any time with respect to Loansall Loans under all Facilities.
(f) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that the exercise of such option shall not affect in any manner the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Coherent Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of 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 to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Each Except as provided in Section 2.03(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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) the currency of such Loans and (vi) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Foreign Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of a Loan in a Loan Notice or if the applicable Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a 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 Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the 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 Citibank 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 applicable Borrower; provided, however, that if, on the date of a Borrowing of Revolving Loans, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second, to the applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an a Default or Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that (i) any or all of the then outstanding Eurocurrency Rate Loans be converted to Base Rate Loans and (ii) any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be redenominated into Dollars in the amount of the Dollar Equivalent thereof, in the case of the preceding clauses (i) and (ii) on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate 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 Borrowers and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten five Interest Periods in effect with respect to the Revolving Loans.
(f) GFI may at any time and from time to time, upon prior written notice by GFI to the Administrative Agent, increase the Aggregate Revolving Commitments by up to TWENTY MILLION DOLLARS ($20,000,000) with additional Revolving Commitments from any existing Lender or new Revolving Commitments from any other Person selected by GFI and approved by the Administrative Agent (not to be unreasonably withheld); provided that:
(i) any such increase shall be in a minimum principal amount of $5 million and in integral multiples of $1 million in excess thereof;
(ii) no Default or Event of Default shall be continuing at the time of any such increase;
(iii) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(iv) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent; and
(v) as a condition precedent to such increase, GFI shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of GFI, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (2) no Default or Event of Default exists. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Commitments under this Section. In connection with any such increase in the Aggregate Revolving Commitments, the Letter of Credit Sublimit (but not the Alternative Currency Sublimit) shall be increased by the same amount and Schedule 2.01 shall be revised by the Administrative Agent to reflect the new Revolving Commitments and distributed to the Lenders.
Appears in 1 contract
Samples: Credit Agreement (GFI Group Inc.)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02), the Administrative Agent shall make all funds so received available to the Borrower Company in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower Company on the books of Citibank Xxxxx Fargo 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 the Loan Notice with respect to such Borrowing denominated in Dollars is given by the Company, 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 Company as provided above.
(c) Except 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 an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in CitibankXxxxx Fargo’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loans.
Appears in 1 contract
Samples: Credit Agreement (Reinsurance Group of America Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, Loans and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Executive Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such 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 Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable 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 as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. p.m., on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02)8.2, 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 Citibank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with the terms of any written instructions from any Executive Officer of the Borrower; provided to (and reasonably acceptable to) that the Administrative Agent by shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the BorrowerAdministrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter.
(c) Except as otherwise provided herein, 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 an Event of Default, no No Loans may be requested as, converted to or continued as Eurodollar Rate Loans after acceleration or, without the consent of the Required Lenders, during the existence of a Trigger Default.
(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 Citibank’s base rate used in determining the Base Rate promptly following the public announcement of such changeRate.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten five Interest Periods in effect with respect to Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) 12:00 noon three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, and (ii) 12:00 noon four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) 1:00 p.m. on the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe currency of the Loans to be borrowed, and (vii) if applicable, the information required by clause (4) of the Loan NoticeDesignated Borrower. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of a Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice; provided that a Base Rate Loan requested after noon on the same day funding is requested shall be available no later than 2:00 p.m. on that Business Day. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the Company 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 Citibank 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 of a Borrowing of Revolving Loans denominated in Dollars, 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 such Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders (and, with respect to Loans requested in Mexican pesos or Hong Kong dollars, without the consent of all Lenders), and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten twenty Interest Periods in effect with respect to Loanseffect.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
12:30 p.m. (New York, New York time) (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 Eurodollar Base Rate Loans to Base Eurocurrency Rate Loans, and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate Loans or conversion of any Eurocurrency Rate Loans to Base Rate Loans. 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 or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Each 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 or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. 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 will be deemed to have specified an Interest Period of one (1) month.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable Class of 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 or continuation described in Section 2.02(a). In the case of a each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. p.m., in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), 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 Citibank DBTCA 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 that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above.
(c) Except 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 LoanLoan unless the Borrower pays the amount due, if any, under Section 3.05 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 requested as, 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 and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate 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 and the Lenders of any change in CitibankDBTCA’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect effect.
(f) The failure of any Lender to Loansmake the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit 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 to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
12:00 p.m. (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 Eurodollar Base Rate Loans to Base Eurocurrency Rate Loans, and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate Loans or conversion of any Eurocurrency Rate Loans to Base Rate Loans. Each telephonic notice by the applicable Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the such Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Each 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 or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the applicable Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the 95159948_7 applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the applicable 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 will be deemed to have specified an Interest Period of one one
(1) month.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of a each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. p.m., in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), the Administrative Agent shall make all funds so received available to the Borrower Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower Borrowers on the books of Citibank 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 applicable Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the such Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrowers as provided above.
(c) Except 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 LoanLoan unless the Borrowers pay the amount due, if any, under Section 3.05 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 requested as, 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 Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate 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 Borrowers and the Lenders of any change in Citibankthe Administrative Agent’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect (or such greater number as may be acceptable to the Administrative Agent).
(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. 95159948_7
(g) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing, or in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m. on the date of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share or other applicable share provided for under this Agreement available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender and the Borrowers severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to Loansany amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.
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Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.12:00 p.m.
(i) three two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly (before 4:00 p.m. on such day) by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 250,000 in excess thereof. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such 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 Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Facility of the applicable Term Loans or Revolving Credit 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 Section 2.02(a). In the case of a Revolving Credit Borrowing, each Revolving Credit Lender shall make the amount of its 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 Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02), 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 Citibank 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.
(c) Except as otherwise provided herein, 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 an Event of Default, no Loans may be requested as, 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 CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than ten one Interest Period in effect in respect of the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than three Interest Periods in effect with in respect to Loansof the Revolving Credit Facility.
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Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly thereafter by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedif applicable, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such 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 Eurocurrency Rate Loan. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), 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 Citibank 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 the Loan Notice with respect to a Borrowing of Revolving Loans denominated in Dollars 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) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency 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 CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to the Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing, each conversion of Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by (A) telephone or in the form of a written Conversion or Continuation Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.44
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans denominated in Dollars or of any conversion of Eurodollar Rate Loans denominated in Dollars to Base Rate Loans, (ii) four (4) Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans denominated in Canadian Dollars, and (iiiii) on the requested date of any Borrowing of Base Rate Loans or Canadian Prime Rate Loans. Each telephonic notice by Not later than 12:00 p.m., three (3) Business Days (or four (4) Business Days, in the Borrower pursuant to this Section 2.02(acase of Eurocurrency Rate Loans denominated in Canadian Dollars) must be confirmed promptly by delivery to before the requested date of such Borrowing, conversion or continuation, the Administrative Agent of a written Loan Notice shall notify the Borrower (which notice may be by telephone) whether or Conversion or Continuation Notice, as not the case may be, appropriately completed and signed requested Interest Period has been consented to by an Authorized Officer of all the BorrowerLenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 250,000 or a whole multiple of the Dollar Equivalent of $1,000,000 100,000 in excess thereof. Each Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans or Canadian Prime Rate Loans shall be in a principal amount of the Dollar Equivalent of $500,000 250,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a conversion of Revolving Credit 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Revolving Credit Loans are to be continued or converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Committed Loan NoticeNotice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Revolving Credit 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 Loans denominated in Canadian Dollars, such Loans shall be continued as Eurodollar Rate Loans in Canadian Dollars with an Interest Period of one (1) month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. 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. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan. Except as provided pursuant to Section 2.02(c), no Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such 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 under the Facility of the applicable Revolving Credit 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 or continuation of Loans denominated in Canadian Dollars, in each case as described in Section 2.02(a). In the case of a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its 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. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), 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 Citibank 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.
(c) Except as otherwise provided herein; provided, a Eurodollar Rate Loan may be continued or converted only however, that if, on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requested as, 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 Citibank’s base rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect date a Committed Loan Notice with respect to Loansa Revolving Credit Borrowing denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such 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.
Appears in 1 contract
Samples: Amended and Restated Credit Agreement (NOODLES & Co)
Borrowings, Conversions and Continuations of Loans. (a) Each The Borrowing, each the conversion of Loans from one Type to the other, and each the continuation of Eurodollar Rate Loans shall be made upon the Borrower’s 's irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or (other than in the form case of a written Conversion or Continuation Noticethe Borrowing on the Closing Date). Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any the Borrowing of, conversion to or continuation of of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any the Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each The Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each The Borrowing of or conversion to Base Rate 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall (a) specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, thereto and (vib) where a Borrowing is being requestedin the case of any Loan Notice delivered prior to the Closing Date, such Loan Notice shall include compensation provisions substantially consistent with the information required by clause (4) terms of the Loan NoticeSection 3.05. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such 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 Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable 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 as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s 's Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02)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 Citibank 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.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Loans be converted immediately to Base Rate Loans.
(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 Citibank’s base rate the Prime Rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of 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 to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 LoansLoans by GFI. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Each Except as provided in Section 2.03(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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) the currency of such Loans and (vi) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Foreign Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If GFI fails to specify a Type of a Loan in a Loan Notice or if the Borrower GFI fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of GFI’s failure to timely request a continuation of 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Foreign Borrower fails to timely request a continuation of 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. The Foreign Borrower shall not be permitted to convert any Eurocurrency Rate Loans to Base Rate Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a 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 Loans, and (x) if no timely notice of a conversion or continuation is provided by the BorrowerGFI with respect to any of its Loans, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars and (y) if no timely notice of a continuation is provided by the Foreign Borrower with respect to any of its Loans, the Administrative Agent shall notify each Lender of the details of any continuation of Loans, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the 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 Citibank 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 applicable Borrower; provided, however, that if, on the date of a Borrowing of Revolving Loans, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second, to the applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an a Default or Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that (i) any or all of the then outstanding Eurocurrency Rate Loans made to GFI be converted to Base Rate Loans and (ii) any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be redenominated into Dollars in the amount of the Dollar Equivalent thereof, in the case of the preceding clauses (i) and (ii) on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate 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 GFI and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten five Interest Periods in effect with respect to the Revolving Loans.
(f) GFI may at any time and from time to time, upon prior written notice by GFI to the Administrative Agent, increase the Aggregate Revolving Commitments by up to FIFTY MILLION DOLLARS ($50,000,000) with additional Revolving Commitments from any existing Lender or new Revolving Commitments from any other Person selected by GFI and approved by the Administrative Agent (not to be unreasonably withheld); provided that:
(i) any such increase shall be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof;
(ii) no Default or Event of Default shall be continuing at the time of any such increase;
(iii) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(iv) (A) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; and
(v) as a condition precedent to such increase, GFI shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of GFI, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (2) no Default or Event of Default exists. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Commitments under this Section. In connection with any such increase in the Aggregate Revolving Commitments, the Letter of Credit Sublimit (but not the Alternative Currency Sublimit) shall be increased by the same amount and Schedule 2.01 shall be revised by the Administrative Agent to reflect the new Revolving Commitments and distributed to the Lenders.
Appears in 1 contract
Samples: Credit Agreement (GFI Group Inc.)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three 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 Eurodollar Eurocurrency Rate Loans to Base Rate Loans or Canadian Prime Rate Loans, and (ii) on one Business Day prior to the requested date of any Borrowing of Base Rate Loans or Canadian Prime Rate Loans. Each telephonic notice by the Borrower Borrowers pursuant to this Section 2.02(a) must be promptly confirmed promptly in writing by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Responsible Officer of the BorrowerBorrower Agent. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 100,000 or a whole multiple of the Dollar Equivalent of $1,000,000 100,000 in excess thereof. Each Except as provided in Sections 2.02(f), 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans or Canadian Prime Rate Loans shall be in a principal amount of the Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. During a Dominion Trigger Period, there shall be no minimum borrowing amounts for Base Rate Loans or Canadian Prime Rate Loans. Each Loan Notice or Conversion or Continuation Notice, as the case may be, such notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion principal amount of Loans from one Type to the otherbe borrowed, converted or a continuation of Eurodollar Rate Loanscontinued, (ii) the Type of Loans to be borrowed or to which existing Loans are to be converted, (iii) 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 Loans to be borrowed, converted or continued, and (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Borrower fails Borrowers fail to specify a Type of Loan in a Loan Notice or if the Borrower fails Borrowers fail to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests Borrowers request a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails fail to specify an Interest Period, it they will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan NoticeNotice for the Revolving Credit Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under the Revolving Credit Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the BorrowerBorrowers, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a)the preceding subsection. In the case of a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its 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 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the Borrower Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower Borrowers on the books of Citibank BMO 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 Revolving Credit Borrowing is given by the Borrower, there are Letter of Credit Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such Letter of Credit Borrowings, and second, shall be made available to the Borrowers as provided above.
(c) Except 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 LoanLoan . During the existence of an Event of a Default, (i) no Loans may be requested as, converted to or continued as Eurodollar an Eurocurrency Rate Loans Loan without the consent of the Required Lenders, and (ii) the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in Canadian Dollars 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 Agent and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Agent and the Lenders of any change in CitibankBMO’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten five (5) Interest Periods in effect with in respect of the Revolving Credit Facility.
(f) Borrowers and each Lender hereby irrevocably authorize the Administrative Agent, in the Administrative Agent’s sole discretion, to advance to Borrowers, and/or to pay and charge to Borrowers’ Loan Account hereunder, all sums necessary to pay (i) any interest accrued on the Obligations when due and to pay all fees, costs and expenses and other Obligations at any time owed by any Loan Party to the Administrative Agent or any Lender hereunder and (ii) any service charge or expenses due pursuant to Section 11.04 when due. The Administrative Agent shall advise the Borrower Agent of any such advance or charge promptly after the making thereof. Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative Agent’s rights and the Borrowers’ obligations under this Agreement. Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(f) shall constitute Revolving Credit Loans (notwithstanding the failure of the Borrowers to satisfy any of the conditions to Credit Extensions in Section 5.02) and Obligations hereunder and shall bear interest at the interest rate then and thereafter applicable to Base Rate Loans.
Appears in 1 contract
Samples: Credit Agreement (Matrix Service Co)
Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) 11:00 a.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) 11:00 a.m. on the requested date of any Borrowing of Base Rate Loans. 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 or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Each 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 or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. 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. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Facility of the applicable Term Loans or Revolving Credit 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 Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its 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 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), 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 Citibank 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 Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such 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.
(c) Except as otherwise provided herein, 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 an Event of a Default, no Loans may be requested as, 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 CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than ten 5 Interest Periods in effect with in respect of the Term Facility. After giving effect to Loansall Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than 5 Interest Periods in effect in respect of the Revolving Credit Facility.
Appears in 1 contract
Samples: Credit Agreement (Athenahealth Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each The Term Borrowing, each Delayed Draw Term Borrowing, each Revolving Credit Borrowing, each conversion of Delayed Draw Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Committed Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.on its 63861415
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars to Base Rate Loans, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (iii) one Business Day prior to the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Except as provided in Sections 2.04(c) and 2.05(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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Term Borrowing, a Delayed Draw Term Borrowing, a Revolving Credit Borrowing, a conversion of Delayed Draw Term Loans or 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Delayed Draw Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe Tranche and currency of any Revolving Credit Loans requested to be borrowed or continued, (vii) the information required by clause currency of any Delayed Draw Term Loans requested to be borrowed or continued and (4viii) the name of the Loan NoticeBorrower (which shall be the Company or a permitted Designated Borrower). If the Borrower Company fails to specify a currency in a Loan Notice requesting a Revolving Credit Borrowing or Delayed Draw Term Borrowing, then the Loan so requested shall be made in Dollars. If the Company fails to specify a Tranche in a Loan Notice requesting a Revolving Credit Borrowing, then the Loan Notice shall be deemed to be a request for a Borrowing under the Dollar Tranche if the request is for a Borrowing in Dollars and the Alternative Currency Tranche if the request is for a Borrowing in an Alternative Currency. If the Company fails to specify a Type of Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Committed Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.. No Loan may be converted into or continued as a Loan denominated in a different currency or in a different Tranche, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency or reborrowed in a different Tranche to the extent permitted herein. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan and a Term Loan may not be converted to a Base Rate Loan. 63861415
(ba) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount (and currency) of its Applicable Percentage under the applicable Facility (and Applicable Tranche Percentage in the case of Revolving Credit Loans) of the applicable Term Loans, Delayed Draw Term Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the BorrowerCompany, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in the case described in Section 2.02(a). In the case of a Term Borrowing, a Delayed Draw Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), the Administrative Agent shall make all funds so received available to the Company or the applicable Designated Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the such Borrower on the books of Citibank 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 Loan Notice with respect to a Revolving Credit Borrowing denominated in Dollars is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such 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 applicable Borrower as provided above.
(cb) Except 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 Committed Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Committed Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Revolving Lenders may demand that any or all of the then outstanding Eurocurrency Rate Committed Loans denominated in an Alternative Currency 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.
(dc) 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 Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall endeavor to notify the Borrower Company and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate Rate, promptly following the public announcement of such change.
(ed) After giving effect to all Term Borrowings and all continuations of Term Loans, there shall not be more than five Interest Periods in effect in respect of the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there 63861415 shall not be more than 15 Interest Periods in effect in respect of the Revolving Credit Facility. After giving effect to all Delayed Draw Term Borrowings, all conversions of Delayed Draw Term Loans from one Type to the other, and all continuations of Delayed Draw Term Loans as the same Type, there shall not be more than ten five Interest Periods in effect with in respect to Loansof the Delayed Draw Term Facility.
Appears in 1 contract
Samples: Credit Agreement (W. P. Carey Inc.)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
12:00 noon (i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency)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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower Company is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be convertedconverted or continued, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe currency of the Loans to be borrowed, and (vii) if applicable, the information required by clause (4) of the Loan NoticeDesignated Borrower. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice or if the Borrower Company fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(athe preceding subsection (a). In the case of a Borrowing, each Lender shall make the amount of its 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. 12:00 noon, in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the an account of the such Borrower on the books of Citibank 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 the Loan Notice with respect to such Borrowing denominated in Dollars is given by the Company, 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 applicable Borrower as provided above.
(c) Except 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 an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Company and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect at any given time with respect to Loans.
(f) The failure of any Lender to make any Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender on the date of any Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Biomet Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
12:00 p.m. noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans or of any conversion of Eurodollar Eurocurrency Rate Loans to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Each 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 25,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) the currency of the Loans to be borrowed and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, and (vi) where a Borrowing is being requested, then the information required by clause (4) of the Loan NoticeLoans so requested shall be made in Dollars. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial Borrowing, also Credit Extension,
Section 4.02), 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 Citibank 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 of a Borrowing of Revolving Loans denominated in Dollars, 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) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency 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 CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 5 Interest Periods in effect with respect to all Loans.
(f) The Borrower may at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent, increase the Commitments (but not the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless, with respect to the Letter of Credit Sublimit and the Swing Line Sublimit, the consent of the L/C Issuer or the Swing Line Lender is obtained) or obtain Incremental Term Loans by a maximum aggregate amount of up to SEVENTY-FIVE MILLION DOLLARS ($75,000,000) as follows:
Appears in 1 contract
Samples: Credit Agreement (X Rite Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, thereto and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Loan NoticeNotice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 (1) month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable 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 or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), 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 Citibank 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 of a Borrowing of Revolving Loans denominated in Dollars, 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) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, (x) no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Borrower , and the Required Lenders may demand that any or all of the interest rate applicable to any Interest Period for Eurodollar then outstanding Eurocurrency Rate Loans upon determination of such interest rate. At any time that denominated in Dollars be converted immediately to Base Rate Loans are outstandingand/or (y) the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the Administrative Agent shall notify amount of the Borrower and Dollar Equivalent thereof, in each case on the Lenders last day of any change in Citibank’s base rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten then current Interest Periods in effect Period with respect to Loansthereto.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative applicable Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by by: (A) telephone or in (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the form applicable Agent of a written Conversion or Continuation Loan Notice. Each such notice must be received by the Administrative applicable Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of of, Eurodollar Rate Loans denominated in Dollars or of any conversion of Eurodollar Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans denominated in Alternative Currencies and (iiiii) on the requested date of any Borrowing of Base Rate Loans or Canadian Prime Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 2,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Each Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans or Canadian Prime Rate Loans shall be in a principal amount of the Dollar Equivalent of $500,000 1,000,000 or a whole multiple of the Dollar Equivalent of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the requested Borrowing is to be a Domestic Revolving Borrowing, a Multi Currency Revolving Borrowing, a Canadian Revolving Borrowing, a Borrowing of Designated Borrower Revolving Loans, a Borrowing of the Term Loan or a Borrowing of the Incremental Term Loan, (ii) whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate 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 Loans to be borrowed, converted or continued, (ivv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (vvi) if applicable, the duration of the Interest Period with respect thereto, thereto and (vivii) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed. If the applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing of Revolving Loans, then the Revolving Loans so requested shall be made in Dollars (or, in the case of Canadian Revolving Loans, Canadian Dollars). If the applicable Borrower fails to specify a Type of a Loan in a Loan Notice or if the applicable Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans (or, in the case of Canadian Revolving Loans, Canadian Prime Rate Loans); provided, however, that in the case of a failure to timely request a continuation of Revolving Loans denominated in an Alternative Currency, such Loans shall be continued as Eurodollar Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and then reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative applicable Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative applicable Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or Canadian Prime Rate Loans, or continuation of Revolving Loans denominated in a currency other than Dollars or Canadian Dollars, in each case, as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative applicable Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office or the Canadian Administrative Agent’s Office, as applicable, for the applicable currency not later than 1:00 p.m. p.m., in the case of any Revolving Loan denominated in Dollars, any Canadian Revolving Loan or the Term Loan, and not later than the Applicable Time specified by the applicable Agent in the case of any Revolving Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either at the option of the applicable Borrower by (i) crediting the account of the such Borrower on the books of Citibank 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 applicable Agent by such Borrower; provided, however, that if, on the Borrowerdate of a Borrowing of Revolving Loans denominated in Dollars, 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 such Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Rate Loan. During the existence of If an Event of DefaultDefault shall have occurred and be continuing, no Loans (other than Alternative Currency Loans) may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative applicable Agent shall promptly notify the Borrower PRA 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 applicable Agent shall notify the Borrower PRA and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate Rate, or the Canadian Prime Rate, as applicable, promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 12 Interest Periods in effect with respect to all Loans.
(f) PRA may at any time and from time to time, upon prior written notice by PRA to the Administrative Agent, increase the Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) in an aggregate amount not to exceed, $45,000,000.
Appears in 1 contract
Samples: Credit Agreement (Pra Group Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of 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 to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. Each telephonic notice by the applicable Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the such Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Each 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 Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedthe currency of the Loans to be borrowed and (vii) if applicable, the information required by clause (4) of the Loan NoticeDesignated Borrower. If the applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of a Loan in a Loan Notice or if the such Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), the Administrative Agent shall make all funds so received available to the 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 Citibank 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 such Borrower; provided, however, that if, on the date the Loan Notice with respect to a Borrowing of Revolving Loans denominated in Dollars is given by such 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 such Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the outstanding Eurocurrency Rate Loans denominated in Dollars be converted immediately to Base Rate Loans and any or all of the outstanding Eurocurrency Rate Loans denominated in an Alternative Currency 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 applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten fifteen Interest Periods in effect with respect to the Loans.
(f) This Section 2.02 shall not apply to Swing Line Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the BorrowerCompany’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. 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 requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Base Rate Loans to Eurocurrency Rate Loans denominated in Dollars, (ii) four (4) Business Days prior to the requested date of Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternate Currencies or any conversion of Base Rate LoansLoans to Eurocurrency Rate Loans denominated in Alternate Currencies, and (iiiii) on or before 12:00 noon on the requested date of any Borrowing of Base Rate LoansLoan. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the BorrowerCompany. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower such request is requesting for a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or the Type of Loans to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) currency of the Loan NoticeLoans to be borrowed, and (vii) the applicable Borrower for the request. If the Borrower Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Notice, then the applicable Loans shall be made as, or converted to, as Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period (or the Company fails to timely deliver a notice of conversion or continuation prior to the expiration of an Interest Period), it will be deemed to have specified an Interest Period of one (1) month; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternate Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one (1) month. No Loan may be converted into or continued
as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency. Any Swingline Loans shall be made in accordance with the procedures set forth in Section 2.12.
(b) Following receipt of a 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 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 Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a). In the case of a each Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Settlement Time specified by the Administrative Agent in the case of any Loan in an Alternate Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 4.02 (and, if such Borrowing is on the initial BorrowingClosing Date, also Section 4.024.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of Citibank 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 BorrowerCompany.
(c) Except 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 Upon the existence occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrowers that no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans without the consent (whether in Dollars or in any Alternate Currency) and that all of the Required Lendersoutstanding Eurocurrency Rate Loans be converted immediately to Base Rate Loans and any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternate Currency 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 Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate 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 or demonstrable error. At any time that when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Borrowers and the Lenders of any change in Citibankthe Administrative Agent’s base rate Prime Rate used in determining the Adjusted Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten six Interest Periods in effect unless otherwise agreed between the Company and the Administrative Agent.
(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.
(g) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the applicable Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Overnight Rate plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to Loansany amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest or demonstrable error. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the applicable Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar LIBO Rate Loans shall be made upon the Lead Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
12:30 p.m. (New York, New York time, in the case of Borrowings denominated in Dollars, or London time, in the case of any Borrowing denominated in Euros) (i) three (3) Business Days prior to the requested date of any Borrowing ofof or conversion of Base Rate Loans to LIBO Rate Loans denominated in Dollars, conversion (ii) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurodollar LIBO Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, denominated in Euros and (iiiii) on one (1) Business Day before the requested date of any Borrowing of Base Rate Loans or conversion of LIBO Rate Loans denominated in Dollars to Base Rate Loans. Each telephonic notice by the Lead Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Lead Borrower. Each Borrowing of, conversion to or continuation of Eurodollar LIBO Rate Loans shall be in a principal amount minimum Dollar Amount of $5,000,000 1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 250,000 in excess thereof. Each Except as provided in Section 2.03(c) or Section 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount minimum Dollar Amount of $500,000 or a whole multiple of a Dollar Amount of $100,000 in excess thereof. Each Committed Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is Borrowers are requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar LIBO 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 Loans to be borrowed, converted or continued, (iv) in the case of Revolving Credit Loans, the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans (which in the case of Revolving Credit Loans denominated in Euros shall be LIBO Rate Loans) are to be converted, converted and (vvi) if applicable, the duration of the Interest Period with respect thereto, and . If (vix) where a Borrowing is being requestedwith respect to LIBO Rate Loans denominated in Dollars, the information required by clause (4) of the Loan Notice. If the Lead Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Lead Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Class of Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate LoansLoans or (y) with respect to LIBO Rate Loans denominated in Euros, the Lead Borrower fails to give a timely notice requesting a continuation, then the applicable Class of Revolving Credit Loans shall be continued as LIBO Rate Loans with an Interest Period of one month. Any such automatic conversion pursuant to Base Rate Loans the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar LIBO Rate Loans. If the Lead Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar LIBO Rate Loans in any such Committed Loan Notice, but fails to specify an Interest PeriodPeriod (or fails to give a timely notice requesting a continuation of LIBO Rate Loans denominated in Euros), it will be deemed to have specified an Interest Period of one (1) month. If no currency is specified, the requested Borrowing shall be in Dollars.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of a each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds the applicable currency in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. (New York, New York time) in the case of any Loan denominated in Dollars, and not later than 1:00 p.m. (London time) in the case of any Loan denominated in Euros, in each case, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02), the The Administrative Agent shall make all funds so received available to the Borrower Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account account(s) of the Borrower Borrowers on the books of Citibank 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 Lead Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Lead Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowing, second, to the payment in full of any such Swing Line Loans, and third, to the Lead Borrower as provided above (it being understood that if such Borrowing is of LIBO Rate Loans denominated in Euros, the Lead Borrower will be deemed to have requested that a portion of such Borrowing in an amount equal to the aggregate Swing Line Loans or L/C Borrowings that are to be repaid in accordance with this proviso be denominated in Dollars, and the Administrative Agent shall notify each Appropriate Lender of such amount).
(c) Except as otherwise provided herein, a Eurodollar LIBO Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar LIBO Rate LoanLoan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans denominated in Dollars may be requested as, converted to or continued as Eurodollar LIBO Rate Loans without the consent of the Required LendersLoans.
(d) The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar LIBO Rate Loans upon determination of such interest rate. The determination of the LIBO 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 and the Lenders of any change in Citibank’s base rate the “prime rate” used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect effect.
(f) The failure of any Lender to Loansmake the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Trinseo S.A.)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar of, Eurocurrency Rate Loans or of any conversion of Eurodollar Eurocurrency Rate Loans to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) 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 Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. Each 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) the currency of the Loans to be borrowed and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, and (vi) where a Borrowing is being requested, then the information required by clause (4) of the Loan NoticeLoans so requested shall be made in Dollars. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and reborrowed in the other currency.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable 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 as described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its 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 Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), 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 Citibank 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 of a Borrowing of Revolving Loans, 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) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then currency Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency 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 Citibank’s base rate the Prime Rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten 6 Interest Periods in effect with respect to all Loans.
(f) The Borrower may at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent, increase the Commitments (but not the Letter of Credit Sublimit, the Swing Line Sublimit and the Alternative Currency Sublimit) by a maximum aggregate amount of up to ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) as follows:
Appears in 1 contract
Samples: Credit Agreement (Aegion Corp)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of 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 (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in (provided that such telephonic notice complies with the information requirements of the form of a written Conversion or Continuation NoticeLoan Notice attached hereto). Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
12:00 noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of (1) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (2) with respect to Revolving Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of (1) with respect to Term Loans, $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof and (2) with respect to Revolving Loans, except as provided in Section 2.03(c), $150,000 or a whole multiple of $50,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requested, the information required by clause (4) of the Loan Notice. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such 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 Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable 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 Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s 's Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), 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 Citibank 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 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) Except as otherwise provided hereinSubject 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 an Event of a Default, no Loans may be requested as, 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 Citibank’s base 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 Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten six Interest Periods in effect with respect to the Loans.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Term A Loan Borrowing, each Revolving Credit Borrowing, each conversion of Term A Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone telephone, “pdf” or in the form of a written Conversion or Continuation Noticesimilar electronic format. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) 11:00 a.m. three 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 Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, and (ii) 11:00 a.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Revolving Credit Borrowing or continuation of Revolving Credit Loans that are Eurocurrency Rate Loans denominated in Alternative Currencies and (iii) 10:00 a.m. on the requested date of any Borrowing of Base Rate Loans. Each To the extent Borrower provides telephonic notice, each such 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 or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 250,000 in excess thereof. Each 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 $100,000 250,000 in excess thereof. Each Committed Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i1) whether the Borrower is requesting a Term A Borrowing, a Revolving Credit Borrowing, a conversion of Term A Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate 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 Loans to be borrowed, converted or continued, (iv4) the Type of Loans to be borrowed or to which existing Term A Loans or Revolving Credit Loans are to be converted, (v5) if applicable, the duration of the applicable Interest Period with respect thereto, (6) in the case of Revolving Credit Borrowings or Revolving Credit Loans, the currency of the Loans to be borrowed or continued (provided that if the Borrower shall fail to so specify, the applicable Revolving Credit Borrowing or Revolving Credit Loan shall be denominated in Dollars) and (vi7) where a Borrowing is being requestedin the case of Revolving Credit Borrowings or Revolving Credit Loans to be denominated in Dollars, whether the applicable Revolving Credit Loans to be borrowed are to be Multicurrency Revolving Credit Loans or US Dollar Revolving Credit Loans (provided that if the Borrower shall fail to so specify, the information required by clause (4) applicable Revolving Credit Loans shall be allocated first, to the US Dollar Revolving Credit Facility to the full extent of the Loan Noticethen unused US Dollar Revolving Credit Commitments and second, to the Multicurrency Revolving Credit Facility to the full extent of the then unused Multicurrency Revolving Credit Commitments). If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Term A Loans or Revolving Credit 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 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 to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. 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 will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under the applicable Facility of the applicable Term A Loans or Revolving Credit 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 Section 2.02(a)) . In the case of a Term A Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than (x) 1:00 p.m. p.m., in the case of any Eurocurrency Rate Loan denominated in Dollars, (y) 12:00 p.m., in the case of any Base Rate Loan and (z) the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit 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 4.03 4.02 (andor, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.024.01), 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 Citibank 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 Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such 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.
(c) Except 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 an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Facility Lenders with respect to the Multicurrency Revolving Credit Facility may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid or redenominated into Dollars in the amount of the Dollar Equivalent thereof (at the option of the Borrower), on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency 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 CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term A Borrowings, all conversions of Term A Loans from one Type to the other, and all continuations of Term A Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with in respect of the Term A Facility at any one time. After giving effect to Loansall Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect in respect of the Revolving Credit Facility at any one time.
Appears in 1 contract
Samples: Credit Agreement (Diamond Foods Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m.
12:00 noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3 million or a whole multiple of $1,000,000 250 thousand in excess thereof. Each 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 $500,000 250 thousand or a whole multiple of $100,000 100 thousand in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether such notice is with respect to Revolving Loans or Term Loans, (ii) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate 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 Loans to be borrowed, converted or continued, (ivv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect thereto, and (vi) where a Borrowing is being requestedprovided that if the Borrower requests Eurodollar Loans having an Interest Period of twelve months in duration, the information required applicable notice must be received by clause the Administrative Agent not later than 12:00 noon four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice thereof to the applicable Lenders. Not later than 12:00 noon, two Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (4which notice may be by telephone) of whether or not the Loan Noticerequested Interest Period has been consented to by all such Lenders. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan NoticeLoans, 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 Loan NoticeNotice with respect to Revolving Loans or continuations or conversions thereof, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Applicable Revolving Commitment Percentage of the applicable Loansthereof, and if no timely notice of a conversion or continuation of Revolving Loans is provided by the Borrower, the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a)Loans. In the case of a BorrowingBorrowing of Revolving Loans, each Lender shall make the amount of its Revolving Commitment Percentage of such Revolving 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 Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 5.02 (and, if such Borrowing is the initial BorrowingCredit Extension, also Section 4.025.01), 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 Citibank 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.
(c) Following receipt of a Loan Notice with respect to Term Loans or continuations or conversions thereof, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Term Loan Commitment Percentage thereof, and if no timely notice of a conversion or continuation of Term Loans is provided by the Borrower, the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans. In the case of a Borrowing of Term Loans, each Lender shall make the amount of its Term Loan Commitment Percentage of such Term 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 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 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.
(d) Except as otherwise provided herein, without the consent of the Required Lenders, (i) a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate LoanLoan and (ii) any conversion into, or continuation as, a Eurodollar Loan may be made only if the conditions to Credit Extensions in Section 5.02 have been satisfied. During the existence of an a Default or Event of Default, (i) no Loans Loan may be requested as, converted to or continued as a Eurodollar Rate Loans without Loan and (ii) at the consent request of the Required Lenders, any outstanding Eurodollar Loan shall be converted immediately to a Base Rate Loan.
(de) 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. The determination of the Eurodollar 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 and the Lenders of any change in CitibankBank of America’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(ef) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to the Loans.
Appears in 1 contract
Samples: Credit Agreement (Aaf McQuay Inc)
Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice notice, to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone or in the form of a written Conversion or Continuation Noticetelephone. Each such notice must be received by the Administrative Agent substantially in the form attached hereto as Exhibit A or any other form that may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, (i) in the case of a Eurocurrency Rate Loan, not later than 11:00 a.m.
1:00 p.m., New York City time, three (i3) three Business Days prior to before the requested date of any the proposed Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) in the case of a Base Rate Loan, not later than 1:00 p.m., New York City time, on the requested date Business Day of any Borrowing of Base Rate Loansthe proposed Borrowing. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery hand delivery, telecopy or electronic transmission to the Administrative Agent of a written Committed Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount minimum of $500,000 or a whole (and any amount in excess thereof shall be an integral multiple of $100,000 in excess thereof100,000). Each Committed Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a conversion of 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 Class, currency and principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, thereto and (vi) where a Borrowing is being requested, the information required by clause (4) location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(b). If the Borrower fails to specify a currency in a Committed Loan NoticeNotice requesting a Borrowing, then the applicable Loans shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made or continued as, or converted toto Base Rate Loans; provided, Base that, notwithstanding anything herein to the contrary, all Loans denominated in a currency other than Dollars shall be Eurocurrency Rate Loans. Any such automatic conversion to Base Rate Loans or continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails fail to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.
(b) Following receipt . For the avoidance of a Loan Noticedoubt, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, Borrower and if no timely notice of a Lenders acknowledge and agree that any 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 Section 2.02(a). In the case of a Borrowing, each Lender shall make the amount of its 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 Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02), 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 Citibank 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.
(c) Except as otherwise provided herein, 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 existing Loan shall be deemed to be a continuation of an Event of Default, no Loans may be requested as, that Loan with a 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 methodology and the Lenders of any change in Citibank’s base rate used in determining the Base Rate promptly following the public announcement of such changenot a new Loan.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loans.
Appears in 1 contract
Samples: Credit Agreement (Utz Brands, Inc.)
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate LIBOR Loans shall be made upon the a Borrower’s irrevocable notice to the Administrative Agent, which (x) in the case of a Borrowing shall be in the form of a written Loan Notice and (y) in the case of a conversion or continuation of a Type of Loan may be given by telephone (A) telephone, or in (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the form Administrative Agent of a written Conversion or Continuation Loan Notice. Each such notice Loan Notice must be received by the Administrative Agent not later than (A) 11:00 a.m.
a.m. (i) with respect to the Borrowing of LIBOR Loans on the Closing Date, three Business Days Prior to the Closing Date and (ii) with respect to the Borrowing of Base Rate Loans on the Closing Date, on the Closing Date and (B) 11:00 a.m. (in the case of any LIBOR Loans denominated in Dollars) or the Applicable Time (in the case of any LIBOR Loans denominated in Euro), in each case three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate LIBOR Loans or of any conversion of Eurodollar Rate LIBOR Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. 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 Loan Notice or Conversion or Continuation Notice, as the case may be, appropriately completed and signed by an Authorized Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate LIBOR Loans shall be in a principal amount of €5,000,000 (or, in the case of LIBOR Loans denominated in Dollars, $5,000,000 5,000,000) or a whole multiple of €1,000,000 (or, in the case of LIBOR Loans denominated in Dollars, $1,000,000 1,000,000) in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of 44 $100,000 in excess thereof. Each Loan Notice or Conversion or Continuation Notice, as the case may be, (whether telephonic or written) shall specify (i) whether the such Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate LIBOR 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 Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, whether the Alternate Applicable Rate should be applied to the Loans, (vi) if applicable, the duration of the Interest Period with respect thereto, thereto and (vivii) where a Borrowing whether such Loan is being requested, the information required by clause (4) of the Loan Noticerequested to be denominated in Dollars or Euro. If the applicable Borrower fails to specify a Type of Loan in a Loan Notice or if the applicable Borrower fails to give a timely notice requesting a conversion or continuation in a Conversion or Continuation Noticecontinuation, then the applicable Loans shall be made asas Euro-denominated Loans with an interest period of one month, or converted to, Base Rate Loansa LIBOR Loan having an interest period of one month. Any such automatic conversion to Base Rate LIBOR Loans with an interest period of one month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate LIBOR Loans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate LIBOR Loans in any such 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, only Loans denominated in Dollars may be made or continued as, or converted to, Base Rate Loans.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. 11 a.m. London time on the Business Day specified in the applicable Loan NoticeClosing Date. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial Borrowing, also Section 4.02), the Administrative Agent shall make all funds so received available to the 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 Citibank HSBC 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 such Borrower.
(c) Except as otherwise provided herein, a Eurodollar Rate LIBOR Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate LIBOR Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate LIBOR Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate LIBOR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the Lenders of any change in CitibankHSBC’s base prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Loans.
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Samples: 364 Day Term Loan and Guaranty Agreement (James Hardie Industries PLC)
