Borrowings, Conversions and Continuations of Loans. (a) Each Term 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 irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable), which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 p.m., New York time, (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, 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. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term 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 Class and 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 and (vi) wire instructions of the account(s) to which funds are to be disbursed. If the Borrower fails to specify a Type of Loan to be made in a Committed Loan Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made or continued as the same Type of Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period. Any such automatic continuation of Eurodollar 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 Lender of the amount of its Pro Rata Share or other applicable share provided for under this Agreement 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 continuation of Eurodollar Rate Loans or continuation of Loans described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.01 for the Borrowing on the Closing Date, 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(s) 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 by the Borrower to (and reasonably acceptable to) the Administrative Agent. (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, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans may be converted to or continued as Eurodollar 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 2 contracts

Samples: Credit Agreement (ATD Corp), Credit Agreement (American Tire Distributors Holdings, Inc.)

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 relevant Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m.~~12:30 p.m. (New York, New York ~~time~~time or London, England time in the case of any Borrowing denominated in an Alternative Currency) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans or any conversion of Base Rate Loans to ~~Eurodollar~~ Eurocurrency Rate Loans, and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term Loans~~. Each telephonic notice by the relevant Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of ~~the~~ such Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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~~thereof (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency Loans). Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the relevant Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of U.S. Term Loans of a particular Tranche or Incremental Term Loans or Revolving Credit Loans from one Type to the ~~other~~ 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~~ currency in which the 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 are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If with respect to Loans denominated in Dollars the relevant Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 relevant 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~~Period (or fails to give a timely notice requesting a continuation of Eurocurrency Rate Loans denominated in an Alternative Currency), 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 Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable Class of 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~not later than 1:00 p.m. (London time) in the case of any Loan in an Alternative Currency, ~~New York time,~~ in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the relevant Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of ~~the~~ such Borrower on the books of ~~the Administrative Agent~~ JPMorgan Chase Bank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by such Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the relevant 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 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 ~~Loan,~~ Loan unless the ~~Borrower~~ Company pays the amount due, if any, under Section 3.05 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans denominated in Dollars may be converted to or continued as ~~Eurodollar~~ Eurocurrency Rate Loans. (d) The Administrative Agent shall promptly notify the relevant 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 ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the relevant Borrower and the Lenders of any change in ~~the Administrative Agent’s~~ JPMorgan Chase Bank 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 ~~five~~ twenty (520) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 2 contracts

Samples: Second Refinancing and Incremental Amendment (Sungard Capital Corp Ii), Credit Agreement (Sungard Data Systems Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing under Section 2.01, 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 Parent Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by ~~telephone~~telephone or Committed Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ (i) 11:00 a.m. New York City time three ~~(3)~~ Business Days prior to the requested date of any Borrowing or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans or any conversion of Base Rate Loans to ~~Eurodollar~~ Eurocurrency Rate Loans, and (ii) 11:00 a.m. New York City time on the requested date of any Borrowing of Base Rate Loans or any conversion of Eurocurrency Rate Loans to Base Rate Loans; ~~provided,~~ provided that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrowerinitial Credit Extensions. Except as provided in ~~Sections 2.12, 2.13 and 2.14~~Section 2.14(a), each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be in a minimum principal amount of $~~5,000,000~~ 1,000,000, or a whole multiple of $~~1,000,000~~ 250,000 in excess thereof. Except as provided in Sections ~~2.12~~2.03(c), ~~2.13 and 2.14~~2.04(c), 2.14(a), each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the Parent Borrower is requesting a Term Borrowing of a particular Class, a Revolving Credit Borrowing, a conversion of Term Loans of any Class or Revolving Credit Loans from one Type to the ~~other~~ 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 Term Loans of a Class or Revolving Credit Loans are to be converted, (v) [reserved] and (vi) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Parent Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as or ~~continued as the same Type of Loan, which if a Eurodollar~~ converted to Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Parent 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 Pro Rata Share or other applicable share provided for under this Agreement of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Parent Borrower, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar Rate Loans~~ conversion or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m.,~~ than 1:00 p.m. (New York City time~~, and otherwise 2:00 p.m., New York time,~~ ) on the Business Day specified in the applicable Committed Loan Notice. ~~Upon satisfaction of the applicable conditions set forth in Section 4.01 for the Borrowing on the Closing Date, 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(s) 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~~ funds in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Parent 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 ~~Loan,~~ Loan unless the ~~Borrower pays~~ Borrowers pay the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans may be converted to or continued as Eurodollar Rate Loans. (d) The Administrative Agent shall promptly notify the Parent 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 ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Parent Borrower and the Lenders of any change in the ~~Administrative Agent’s prime rate~~ 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 ~~five~~ fifteen (515) Interest Periods in effect unless otherwise agreed between the Parent Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing ~~Amendment, an Extension~~ Amendment or ~~an amendment in respect of Replacement Loans~~Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 2 contracts

Samples: Credit Agreement (PF2 SpinCo, Inc.), Credit Agreement (Change Healthcare Inc.)

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 relevant Borrower’s ~~irrevocable~~ notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m.,~~ (i) 12:30 p.m. (New York ~~time, (i~~time or London time in the case of any Borrowing denominated in an Alternative Currency) three (3) Business Days prior to the requested date of any Borrowing or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans or any conversion of Base Rate Loans to ~~Eurodollar~~ Eurocurrency Rate Loans, and (ii) 11:00 a.m. (New York time) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term Loans~~. Each telephonic notice by the relevant Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of ~~the~~ such Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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~~thereof (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency Loans). Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the relevant Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of U.S. Term Loans or Revolving Credit Loans from one Type to the ~~other~~ 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~~ currency in which the 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 are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If with respect to Loans denominated in Dollars the ~~Borrower~~ Company fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 relevant 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~~Period (or fails to give a timely notice requesting a continuation of Eurocurrency Rate Loans denominated in an Alternative Currency), 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 Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the ~~Borrower~~Company, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m.,~~ than 1:00 p.m. (New York time~~, and otherwise 2:00 p.m., New York time,~~ ) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01, and, if such Borrowing ~~on the Closing Date~~is made by an Overseas Borrower, Section 4.03), the Administrative Agent shall make all funds so received available to the relevant Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of ~~the~~ such Borrower on the books of ~~the Administrative Agent~~ JPMorgan Chase Bank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by such Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the relevant 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 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 ~~Loan,~~ Loan unless the ~~Borrower~~ Company pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans may be converted to or continued as Eurodollar 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. The determination of the ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the ~~Borrower~~ Company and the Lenders of any change in ~~the Administrative Agent’s~~ JPMorgan Chase Bank 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 ~~five~~ twenty (520) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 2 contracts

Samples: Credit Agreement (Readers Digest Association Inc), Credit Agreement (Direct Holdings Libraries 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 Rate Loans shall be made upon the ~~Borrower’s~~ Borrowers’ irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 ~~p.m., New York time,~~ noon (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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 Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Principal Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the ~~Borrower is~~ Borrowers are 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~~ 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 ~~Class and~~ Type of Loans to be borrowed or to which existing Term A Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the ~~Borrower fails~~ Borrowers fail to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then~~ Notice or if the ~~applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower fails~~ Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Term A Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a~~ Eurodollar Rate ~~Loan, shall have a one-month~~ Loans with an Interest ~~Period~~Period of one month. Any such automatic ~~continuation of Eurodollar Rate Loans~~ conversion 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 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. 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 ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the applicable ~~Class of~~ Term A Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the ~~Borrower~~Borrowers, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ 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 ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ than 3:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), 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(s)~~ account of the Principal Borrower on the books of ~~the Administrative Agent~~ 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 the Administrative Agent by the ~~Borrower~~ Borrowers; provided, however, that if, on the date a Committed Loan Notice with respect to (a Revolving Credit Borrowing is given by the Borrowers, 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 ~~reasonably acceptable to)~~ second, shall be made available to the ~~Administrative Agent~~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 Interest Period for such Eurodollar Rate Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~Loans without the consent of the Required Lenders. (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. ~~The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.~~ At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the ~~Borrower~~ Borrowers and the Lenders of any change in ~~the Administrative Agent~~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 Term A Borrowings, all conversions of Term A Loans from one Type to the other, all continuations of Term A Loans as the same Type, all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of ~~Term~~ Revolving Credit Loans as the same ~~Type,~~ Type there shall not be more than five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established~~all Loans hereunder. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 2 contracts

Samples: Credit Agreement (Government Properties Income Trust), Credit Agreement (Government Properties Income Trust)

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 Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m.~~12:30 p.m. (New York, New York time, ) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of ~~Eurodollar~~ LIBO Rate Loans or any conversion of Base Rate Loans to ~~Eurodollar~~ LIBO Rate Loans, and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of ~~Eurodollar~~ LIBO Rate Loans shall be in a minimum principal amount of $~~5,000,000~~ 1,000,000, or a whole multiple of $~~1,000,000~~ 250,000, in excess thereof. Except as provided in ~~Sections 2.12~~Section 2.03(c), ~~2.13 and 2.14~~2.04(c), or the last sentence of this paragraph, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (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~~ 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) the ~~Class and~~ 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) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice~~Notice or is not permitted to elect, ~~then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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~~ LIBO Rate Loans. If the 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 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 Pro Rata Share ~~or other applicable share provided for under this Agreement~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 4.01 for the Borrowing on the Closing Date, the~~ 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(s)~~ 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 ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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 Borrowing, 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~~ LIBO Rate Loan may be continued or converted only on the last day of an Interest Period for such ~~Eurodollar~~ LIBO Rate ~~Loan,~~ Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans may be converted to or continued as ~~Eurodollar~~ LIBO Rate Loans. (d) Unless the Administrative Agent has otherwise agreed or the Syndication Date has occurred (at which time this paragraph (d) shall no longer be applicable), prior to the 90th day following the Closing Date, only one-month Interest Periods may be selected for LIBO Rate Loans, with the first such Interest Period to begin not sooner than three (3) Business Days (nor later than five Business Days) after the Closing Date, and with any subsequent Interest Periods to begin on the last day of the prior one-month Interest Period theretofore in effect. (e) The Administrative Agent shall promptly notify the 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 ~~Eurodollar~~ LIBO Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the ~~Administrative Agent’s~~ “prime ~~rate~~ rate” used in determining the Base Rate promptly following the public announcement of such change. (ef) 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 ~~five~~ ten (510) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (fg) 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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 2 contracts

Samples: Credit Agreement (Styron Canada ULC), Credit Agreement (Trinseo S.A.)

Appears in 2 contracts

Samples: Credit Agreement (PF2 SpinCo LLC), Credit Agreement (Change Healthcare Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans of any Class 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by ~~telephone~~telephone or email. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except~~ It is understood that a Loan Notice may be signed by: (i) means of a facsimile or stamp signature of a Responsible Officer of the Borrower or (ii) by another officer of the Borrower who has been authorized to make such request and for which the Administrative Agent has received such documentation as ~~provided in Sections 2.12, 2.13~~ it may reasonably request regarding such authorizations and ~~2.14, each~~ specimen signature. 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. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 250,000 or a whole multiple of $~~500,000~~ 50,000 in excess thereof. Each ~~Committed~~ Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ other, or a continuation of Eurodollar Rate Loans, (ii) the Class of Loans being borrowed, converted or continued, (iii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (~~iii~~iv) the principal amount of Loans to be borrowed, converted or continued, (ivv) the ~~Class and~~ Type of Loans to be borrowed or to which existing ~~Term~~ Loans are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Lender of the amount of its ~~Pro Rata Share or other applicable share provided for under this Agreement~~ Applicable Class 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 Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan of the applicable Class available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 4.01, with respect to the ~~Borrowing~~ Term Loan advances made on the Closing Date, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent at the Borrower’s option either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower. (c) ~~Except as otherwise provided herein, a~~ A Eurodollar Rate Loan may be ~~continued or~~ converted only on any day in accordance with Section 2.02(a), regardless of whether such conversion date is the last day of an Interest Period for such Eurodollar Rate Loan, ~~unless the Borrower pays the amount due, if any,~~ subject to any amounts due under Section ~~3.05 in connection therewith~~3.05(a). ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~Revolving Credit 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 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 ~~five~~ ten (510) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentEurodollar Rate Loans.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Seventy Seven Energy Inc.), Term Loan Credit Agreement (Chesapeake Oilfield Operating LLC)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of Term 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than (1) 12:00 ~~p.m.~~noon, ~~New York time, (i)~~ three ~~(3)~~ Business Days prior to the requested date of any Borrowing or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans or any conversion of Base Rate Loans to ~~Eurodollar~~ Eurocurrency Rate Loans, and (ii2) 10:00 a.m. New York City time on the requested date of any Borrowing of Base Rate Loans; ~~provided,~~ provided that the notice referred to in ~~subclause~~ clause (i1) above may be delivered no later than one ~~(1)~~ Business Day prior to the Closing Date in the case of ~~the Initial Term Loans~~initial Borrowings. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery (including via email) to the Administrative Agent of a written Committed Loan ~~Notice~~Notice (and will not be effective until so confirmed), appropriately completed and signed by a Responsible Officer of the Borrower. Except as otherwise provided in ~~Sections 2.12, 2.13 and~~ Section 2.14, each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be in a minimum principal amount of $~~5,000,000~~ 500,000, or a whole multiple of $~~1,000,000~~ 100,000, in excess thereof. Except as provided in ~~Sections 2.12, 2.13 and 2.14~~herein, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $~~1,000,000~~ 250,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of Term 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 Term Loans are to be ~~converted~~converted or continued, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) wire instructions of the account(s) to which funds are to be ~~disbursed~~disbursed (it being understood, for the avoidance of doubt, that the amount to be disbursed to any particular account may be less than the minimum or multiple limitations set forth above so long as the aggregate amount to be disbursed to all such accounts pursuant to such Borrowing meets such minimums and multiples). If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Pro Rata Share or other applicable share provided for under this Agreement 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m.,~~ than 2:00 p.m. New York ~~time, and otherwise 2:00 p.m., New York time,~~ City time on the Business Day specified in the applicable Committed Loan Notice. ~~Upon satisfaction of the applicable conditions set forth in Section 4.01 for the Borrowing on the Closing Date, the~~ 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(s) 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 by the Borrower to (and reasonably acceptable to) the Administrative Agent. (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, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. ~~Upon~~ During the occurrence and ~~during the~~ continuation of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans may be converted to or continued as ~~Eurodollar~~ Eurocurrency 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. The determination of the ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~MSSF’s 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 ~~five~~ 10 (5or such greater amount as may be agreed by the Administrative Agent in its sole discretion) Interest Periods in ~~effect unless otherwise agreed between the Borrower and the Administrative Agent~~effect; provided that after the establishment of any new Class of Loans pursuant to ~~an Incremental Amendment,~~ a Refinancing ~~Amendment, an Extension~~ Amendment or ~~an amendment in respect of Replacement Loans~~Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three ~~(3)~~ Interest Periods for each applicable Class so established. (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., New York time, 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~~Section 2.02(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~~ promptly after written 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 (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 2 contracts

Samples: Second Lien Credit Agreement (Global Eagle Entertainment Inc.), Second Lien Credit Agreement (Global Eagle Entertainment Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Revolving Credit Borrowing, each conversion of ~~Term~~ 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by ~~telephone~~(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such ~~notice~~ Committed Loan Notice must be received by the Administrative Agent not later than 12:00 p.m.~~, New York time,~~ (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the - 45 - requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no~~ . Not later than ~~one~~ 12:00 p.m., three (13) Business ~~Day prior to~~ Days before the ~~Closing Date in the case~~ requested date of ~~the Initial Term Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to~~ such Borrowing, conversion or continuation, the Administrative Agent ~~of a written Committed Loan Notice, appropriately completed and signed~~ shall notify the Borrower (which notice may be by ~~a Responsible Officer of~~ telephone) whether or not the ~~Borrower~~requested Interest Period has been consented to by all the Lenders. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of the Dollar Equivalent of $~~1,000,000~~ 250,000 or a whole multiple of the Dollar Equivalent of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the Borrower is requesting a ~~Term~~ Revolving Credit Borrowing, a conversion of ~~Term~~ Revolving Credit Loans from one Type to the ~~other~~ 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 ~~Class and~~ Type of Loans to be borrowed or to which existing ~~Term~~ Revolving Credit Loans are to be continued or converted, (v) if applicable, the duration of the Interest Period with respect ~~thereto~~ thereto, and (vi) ~~wire instructions~~ the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~borrowed. If the Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, 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 ~~the same Type of Loan, which if a~~ Eurodollar Rate ~~Loan, shall have a one-month~~ Loans in Canadian Dollars with an Interest ~~Period~~Period of one (1) month. Any such automatic ~~continuation of Eurodollar~~ 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. 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 ~~Pro Rata Share or other applicable share provided for~~ Applicable Percentage under ~~this Agreement~~ the Facility of the applicable ~~Class of~~ 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 ~~continuation of Eurodollar~~ 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 ~~each~~ a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a 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. (c) Except as otherwise provided ~~herein~~in 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the outstanding Eurodollar Rate Loans denominated in Dollars be converted immediately to Base Rate Loans and any or all of the then outstanding Eurodollar 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 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 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~Bank of America’s prime rate used in determining the Base ~~Rate~~ 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 ~~five~~ nine (59) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans,~~ the ~~number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established~~Revolving Credit Facility on a combined basis. (f) ~~The failure of~~ Notwithstanding anything to the contrary in this Agreement, any Lender ~~to make~~ may exchange, continue or rollover all of the ~~Loan to be made by it as part of any Borrowing shall not relieve any other Lender~~ portion of its ~~obligation~~Loans in connection with any refinancing, ~~if any~~extension, ~~hereunder~~ loan modification or similar transaction permitted by the terms of this Agreement, pursuant to ~~make its Loan on~~ a cashless settlement mechanism approved by the ~~date of such Borrowing~~Borrower, 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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 2 contracts

Samples: Securities Purchase Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co)

Appears in 2 contracts

Samples: Credit Agreement (School Specialty Inc), Credit Agreement (School Specialty Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be made upon the ~~Borrower~~Company’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by ~~telephone~~(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of Eurocurrency Rate Loans, continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans (provided that, if such Borrowing is the initial Borrowing to be made on the Initial Funding Date, notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time, (i) three (3)~~ 2:00 p.m. two Business Days prior to the requested date of ~~any Borrowing or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans~~such Borrowing), and (ii) 12:00 noon on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, 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. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to Base Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 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 ~~(whether telephonic or written)~~ shall specify (i) whether the ~~Borrower~~ Company is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 ~~Term~~ Loans are to be ~~converted,~~ converted and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the ~~Borrower~~ Company fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or ~~continued as~~ converted to, a Eurocurrency Rate Loan with an Interest Period of one month (subject to the ~~same Type~~ definition of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month~~ Interest Period). Any such automatic ~~continuation of Eurodollar~~ conversion to Eurocurrency Rate 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~~ 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 ~~(1)~~ month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the ~~applicable Class of~~ Loans, and if no timely notice of a conversion or continuation is provided by the ~~Borrower~~Company, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Eurocurrency Rate Loans with an Interest Period of 1 month or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than~~than 1:00 p.m., in ~~the~~ each case ~~of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for the Borrowing on the Closing Date~~4.02 or 4.03, as applicable, 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(s)~~ account of the ~~Borrower~~ Company on the books of ~~the Administrative Agent~~ 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 the Administrative Agent by the ~~Borrower to (and reasonably acceptable to) the Administrative Agent~~Company. (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,~~ Loan unless the ~~Borrower~~ Company pays the amount due, if any, under Section ~~3.05~~ 3.07 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans may be converted to or continued as ~~Eurodollar~~ Eurocurrency 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. The determination of the ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the ~~Borrower~~ Company and the Lenders of any change in ~~the Administrative Agent~~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 ~~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 ~~five (5)~~ 8 Interest Periods in effect ~~unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant~~ with respect to ~~an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement~~ Eurocurrency Rate Loans~~, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established~~. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 2 contracts

Samples: Term Loan Credit Agreement (Fidelity National Information Services, Inc.), Term Loan Credit Agreement (Fidelity National Information Services, Inc.)

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~~ Term Benchmark Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 ~~p.m.,~~ noon New York ~~time,~~ City time (i) three ~~(3)~~ Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Term Benchmark Loans or Alternative Currency Daily Rate Loans, or continuation of ~~Eurodollar Rate~~ Term Benchmark Loans or any conversion of Base Rate Loans to ~~Eurodollar Rate~~ Term Benchmark Loans, and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate Loans or (if applicable) Daily SOFR Loans; ~~provided,~~ provided that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of ~~the Initial Term Loans~~initial Credit Extensions denominated 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in ~~Sections 2.12, 2.13 and 2.14~~Section 2.14(a), each Borrowing ofof Term Benchmark Loans or Alternative Currency Daily Rate Loans, or conversion to or continuation of ~~Eurodollar Rate Loans~~ Term Benchmark Loans, shall be in a minimum principal amount of (A) if such Term Benchmark Loan is denominated in Dollars, $~~5,000,000~~ 5,000,000, or a whole multiple of $1,000,000 in excess thereof, (B) if such Term Benchmark Loan is denominated in Sterling, £1,000,000, or a whole multiple of £500,000 in excess thereof, (C) if such Term Benchmark Loan is denominated in euros, €2,000,000, or a whole multiple of €1,000,000 in excess thereof, (D) if such Term Benchmark Loan is denominated in Yen, ¥2,000,000,000, or a whole multiple of ¥1,000,000,000 in excess thereof and (E) if such Term Benchmark Loan is denominated in Canadian Dollars, C$1,000,000, or a whole multiple of C$500,000 in excess thereof. Except as provided in Sections ~~2.12~~2.03(c), ~~2.13 and 2.14~~2.04(c), 2.14(a) or the last sentence of this paragraph, each Borrowing of or conversion to Base Rate Loans or Daily SOFR Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing of a particular Class, a Revolving Credit Borrowing, a conversion of Term Loans of any Class or Revolving Credit Loans from one Type to the ~~other~~ other, or a continuation of ~~Eurodollar Rate~~ Term Benchmark 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 Term Loans of a Class or Revolving Credit Loans are to be converted, (v) in the case of a Revolving Credit Borrowing, the relevant Approved Currency in which such Revolving Credit Borrowing is to be denominated and (vi) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions~~ thereto. If the Borrower fails to specify an Approved Currency of ~~the account(s) to which funds are to~~ a Loan in a Committed Loan Notice, such Loan shall be ~~disbursed~~made in Dollars. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as or ~~continued~~ converted to (x) in the case of any Loan denominated in Dollars, Base Rate Loans or (y) in the case of any Loan denominated in an Approved Foreign Currency, Term Benchmark Loans in the Approved Currency having an Interest Period of one month, as ~~the same Type of Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~applicable. Any such automatic ~~continuation of Eurodollar~~ conversion to Base Rate Loans or one-month Term Benchmark Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable ~~Eurodollar Rate~~ Term Benchmark Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of ~~Eurodollar Rate~~ Term Benchmark 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. No Loan may be converted into or continued as a Loan denominated in another Approved Currency, but instead must be prepaid in the original Approved Currency or reborrowed in another Approved Currency. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and Approved Currency) of its Pro Rata Share or other applicable share provided for under this Agreement 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 ~~continuation of Eurodollar Rate Loans~~ conversion or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m.,~~ than 1:00 p.m. (New York City time~~, and otherwise 2:00 p.m., New York time,~~ ) on the Business Day specified in the applicable Committed Loan Notice. ~~Upon satisfaction of the applicable conditions set forth in Section 4.01 for the Borrowing on the Closing Date, the~~ 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(s) 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~~ funds in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower. (c) Except as otherwise provided herein, a ~~Eurodollar Rate~~ Term Benchmark Loan may be continued or converted only on the last day of an Interest Period for such ~~Eurodollar Rate Loan,~~ Term Benchmark Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans in any Approved Currency may be converted to or continued as ~~Eurodollar Rate Loans~~Term Benchmark Loans and the Required Revolving Credit Lenders may demand that any or all of the then outstanding Term Benchmark Loans denominated in an Approved Foreign 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 Rate~~ Term Benchmark Loans upon determination of such interest rate. The determination of the ~~Eurodollar Rate~~ Term Benchmark by the Administrative Agent shall be conclusive in the absence of manifest error. At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the ~~Administrative Agent’s prime rate~~ 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 ~~five~~ fifteen (515) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (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. . Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the parties hereto agree that (gi) ~~Unless~~ to the ~~Administrative Agent shall have received notice from a Lender~~ extent any Loan denominated in Dollars bearing interest at the Eurocurrency Rate (as such term was defined in this Agreement prior to the ~~date~~ Amendment No. 2 Effective Date) is outstanding on the Amendment No. 2 Effective Date, such Loan shall continue to bear interest at the applicable Eurocurrency Rate until the end of ~~any Borrowing, or,~~ the current Interest Period (as such term was defined in ~~the case of any Borrowing of Base Rate Loans,~~ this Agreement prior to ~~1:00 p.m., New York time, on~~ the ~~date of~~ Amendment No. 2 Effective Date) applicable to such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing Loan and (ii) any request for a new Eurocurrency Rate Loan (as such term was defined in this Agreement prior to the Amendment No. 2 Effective Date) or a continuation of an existing Eurocurrency Rate Loan, in each case ~~of such Lender~~denominated in Dollars, 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 any amounts owing under this Section 2.02(g) shall be ~~conclusive in the absence of manifest error. If the Borrower and such Lender shall pay such~~ deemed to be a request for a new Loan bearing 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 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 Agentat Term SOFR.

Appears in 2 contracts

Samples: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable written or emailed notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable), which may be given by telephoneAgent. Each such notice must be received by the Administrative Agent not later than 12:00 ~~p.m.~~noon, New York City time, (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans or any conversion of Base Rate Loans to ~~Eurodollar~~ Eurocurrency Rate Loans, and (ii) on one (1) Business Day before the requested date of any Borrowing of or conversion to Base Rate Loans; ~~provided,~~ provided that the notice referred to in ~~subclause~~ sub-clause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of initial Credit Extensions made on the ~~Initial Term Loans~~Closing Date. Each ~~telephonic~~ notice by the Borrower pursuant to this Section 2.02(a) must be ~~confirmed promptly by delivery to~~ substantially in the ~~Administrative Agent~~ form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be in a minimum principal amount of $~~5,000,000~~ 1,000,000, or a whole multiple of $~~1,000,000~~ 250,000, in excess thereof. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of Term Loans from one Type to the ~~other~~ 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~~continued and the Class thereof, (iv) the ~~Class and~~ 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 and (vi) if applicable, wire instructions of and account information for the ~~account(s) to which funds are to be disbursed~~Borrower. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Pro Rata Share or other applicable share provided for under this Agreement 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00~~ than 1:00 p.m., New York City time, on the Business Day specified in the applicable Committed Loan Notice. Upon ~~satisfaction~~ receipt of the ~~applicable conditions set forth in Section 4.01 for the Borrowing on the Closing Date~~proceeds of all such Loans, 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(s) 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 ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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 ~~Loan,~~ Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans may be converted to or continued as ~~Eurodollar~~ Eurocurrency 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. The determination of the ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the ~~Administrative Agent’s prime rate~~ 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 ~~five~~ ten (510) Interest Periods in effect ~~unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of~~ at any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedone time. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 2 contracts

Samples: Credit Agreement (Velocity Financial, Inc.), Credit Agreement (Velocity Financial, 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 Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 p.m.~~, New York time,~~ (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans~~; provided~~. Not later than 12:00 p.m., ~~that~~ three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice ~~referred to in subclause (i) above~~ may be ~~delivered no later than one (1~~by telephone) ~~Business Day prior~~ whether or not the requested Interest Period has been consented to by all the ~~Closing Date in the case of the Initial Term Loans~~Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $~~5,000,000~~ 250,000 or a whole multiple of $~~1,000,000~~ 100,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 250,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (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~~ 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 ~~Class and~~ Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be continued or converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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. 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 ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the applicable ~~Class of~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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~~in 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 ~~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 ~~five~~ nine (59) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans,~~ the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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, Term Facility and the ~~Administrative Agent may, in reliance upon such assumption, make available to the Borrower~~ Revolving Credit Facility 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 (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 Agentcombined basis.

Appears in 2 contracts

Samples: Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of Eurodollar Rate Loans (whether such Borrowing consists of Revolving Loans or Term Loans) shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term Loans~~. Each telephonic notice by the Borrower pursuant to this Section ~~2.02(a~~2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written ~~Committed~~ Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.04(c) and ~~2.14~~2.05(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 2,000,000 or a whole multiple of $~~500,000~~ 1,000,000 in excess thereof. Each ~~Committed~~ Loan Notice (whether telephonic or written) shall specify (i) whether the Loan Notice relates to the Revolving Commitments or the Term Commitments, (ii) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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), (~~iii~~iv) the principal amount of Loans to be borrowed, converted or continued, (ivv) the ~~Class and~~ Type of Loans to be borrowed or to which existing ~~Term~~ Loans are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 relevant Lender of the amount of its ~~Pro Rata Share or other applicable share provided for under this Agreement~~ 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 Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in ~~Section 2.02(a)~~the preceding subsection. In the case of ~~each~~ a Borrowing, each ~~Appropriate~~ Lender having a Percentage of the relevant Commitments shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~Loans without the consent of the Requisite 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 ~~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 ~~five (5)~~ ten Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentLoans.

Appears in 2 contracts

Samples: Credit Agreement (Herbst Gaming Inc), Credit Agreement (Herbst Gaming Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar~~ LIBO Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00~~ 2:00 p.m.~~, New York time,~~ (i) three ~~(3)~~ Business Days prior to the requested date of ~~any~~ the Borrowing of, conversion to or continuation of ~~Eurodollar~~ LIBO Rate Loans or of any conversion of LIBO Rate Loans to Base Rate Loans ~~to Eurodollar Rate Loans,~~ and (ii) ~~on the requested date of any Borrowing of Base Rate Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than~~ one ~~(1)~~ Business Day prior to the ~~Closing Date in the case~~ requested date of the ~~Initial~~ Borrowing of Base Rate Loans (except that the notice of the Borrowing of Term ~~Loans~~B Loans on the Amendment No. 1 Effective Date may be provided on such shorter notice as may be agreed by the Administrative Agent). 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/Continuation Notice, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ The Borrowing of, conversion to or continuation of ~~Eurodollar~~ LIBO Rate Loans (other than Term B Loans on the Amendment No. 1 Effective Date) shall be in a principal amount of $2.0 million or a whole multiple of $1.0 million in excess thereof. The Borrowing of or conversion to Base Rate (other than Term B Loans on the Amendment No. 1 Effective Date) Loans shall be in a principal amount of $~~5,000,000~~ 500,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) the requested date of the Borrowing (which shall be a Business Day), (ii) the principal amount of Loans to be borrowed, (iii) the Class of Loans to which such notice relates, (iv) the Type of Loans to be borrowed, and (v) if applicable, the duration of the Interest Period with respect thereto. Each Conversion/Notice (whether telephonic or written) shall specify the Class of Loans to which such notice relates and (i) whether the Borrower is requesting a ~~Term Borrowing, a~~ conversion of ~~Term~~ Committed Loans from one Type to the ~~other~~ other, or a continuation of ~~Eurodollar~~ LIBO Rate Loans, (ii) the requested date of the ~~Borrowing,~~ conversion or ~~continuation, as the case may be~~ continuation (which shall be a Business Day), (iii) the principal amount of Loans to be ~~borrowed,~~ converted or continued, (iv) if applicable, the ~~Class and~~ Type of Loans to ~~be borrowed or to~~ which existing ~~Term~~ Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice ~~requesting~~ of a conversion or ~~continuation~~continuation in a Conversion/Notice, then the ~~applicable~~ Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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~~ LIBO Rate Loans. If the Borrower requests a Borrowing ~~of, conversion to, or continuation~~ of ~~Eurodollar~~ LIBO Rate Loans in any such Committed Loan Notice or a conversion to or continuation of LIBO Rate Loans in a Conversion/Continuation Notice, but fails to specify an Interest Period, it the Borrower will be deemed to have specified an Interest Period of one month. For the avoidance of doubt, the notice of Borrowing of the Term B Loans on the Amendment No. 1 Effective Date is only required with respect to the Term B Loans of the Additional Term B Lender (~~1) month~~it being understood that such notice of Borrowing shall specify the conversion of Initial Loans of Amendment No. 1 Consenting Lenders pursuant to Section 2.01(a)). (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ~~Pro Rata Share or other applicable~~ share ~~provided for under this Agreement~~ of such Loan (based on the respective Commitments of the Lenders of the applicable ~~Class of Loans~~Class) with respect to the Loans referred to in such Committed Loan Notice, and if no timely notice of a conversion or continuation in a Conversion/Continuation Notice is provided by the Borrower, the Administrative Agent shall notify each such Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). ~~In the case of each Borrowing, each Appropriate~~ Each applicable Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 4.01 ~~for~~ (or, if such Borrowing is an Incremental Term Borrowing, the ~~Borrowing on~~ conditions set forth in the ~~Closing Date~~applicable Additional Credit Extension Amendment and Section 2.12), the Administrative Agent shall use reasonable efforts to make all funds so received available to the Borrower in like funds ~~as received~~ by no later than 4:00 p.m. on the day of receipt by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ JPMCB with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower. (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 Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as ~~Eurodollar~~ LIBO Rate ~~Loans~~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~~ LIBO 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~JPMorgan’s 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 ~~five~~ ten (510) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 Agentall Loans.

Appears in 2 contracts

Samples: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each Committed Borrowing, each Term Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be made upon the Parent Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 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 ~~Base~~ Eurocurrency Rate Loans denominated in Dollars to ~~Eurodollar~~ 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~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be in a minimum principal amount the Dollar Equivalent of which is $~~5,000,000 or a whole multiple of $1,000,000 in excess thereof~~1,000,000. Except as provided in Sections ~~2.12, 2.13~~ 2.03(b) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount the Dollar Equivalent of which is $~~1,000,000 or a whole multiple of $500,000 in excess thereof~~500,000. Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the ~~Borrower~~ applicable request is ~~requesting~~ with respect to a Committed Borrowing, a Term A-1 Borrowing, a Term A-2 Borrowing, a Term A-3 Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 and Class ~~and Type~~ of Loans to be borrowed or continued or to which existing ~~Term~~ Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) ~~wire instructions~~ the Tranche and currency of ~~the account(s) to which funds are~~ any Committed Revolving Loans to be ~~disbursed~~borrowed or continued. If the Parent Borrower fails to specify a ~~Type of~~ currency in a Committed Loan to Notice requesting a Committed Borrowing, then the Committed Revolving Loans so requested shall be made in Dollars. If the Parent Borrower requests a Revolving Loan but fails to specify a Tranche in any Committed Loan Notice, then the applicable Loans shall be made as ~~Eurodollar Rate~~ Dollar Tranche Loans ~~with~~ if the request specifies Dollars (or does not specify a currency), and as Alternative Currency Tranche Loans if the request specifies an ~~Interest Period of one (1) month~~Alternative Currency or if no unused Dollar Tranche Commitments exist. If the Parent Borrower fails to specify a Type of Loan in a Committed Loan Notice with respect to a Committed Borrowing or if the Parent Borrower fails to give a timely notice requesting a conversion or ~~continuation~~continuation of Revolving Loans, then the applicable Loans shall be made as, or continued as, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Revolving 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. If the ~~same~~ Parent Borrower fails to specify a Type of ~~Loan~~Loan in a Committed Loan Notice with respect to a Term Borrowing or if the Parent Borrower fails to give a timely notice requesting a conversion or continuation of a Term Borrowing, ~~which if~~ then the applicable Loans shall be made as, or continued as, Base Rate Loans; provided, however, that in the case of a ~~Eurodollar~~ failure to timely request a continuation of Term Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate ~~Loan, shall have a one-month~~ Loans in their original currency with an Interest ~~Period~~Period of one month. Any ~~such~~ automatic ~~continuation of Eurodollar~~ 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 Parent 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. 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. (b) Following receipt of a Committed Loan ~~Notice~~Notice requesting a Committed Borrowing, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its ~~Pro Rata Share or other applicable share provided for under this Agreement~~ Applicable Percentage of the applicable ~~Class~~ Committed Revolving Loans. Following receipt of ~~Loans~~a Committed Loan Notice requesting a Committed Borrowing denominated in an Alternative Currency, the Administrative Agent shall on or prior to the next following Business Day notify (i) each Alternative Currency Tranche Lender of both the Dollar Equivalent and the Alternative Currency Equivalent of its Applicable Percentage of such Committed Borrowing, and if (ii) all Alternative Currency Tranche Lenders and the Borrowers of the aggregate Alternative Currency Equivalent and the Dollar Equivalent of such Committed Borrowing and the applicable Spot Rate used by the Administrative Agent to determine such Dollar Equivalent and Alternative Currency Equivalent. If no timely notice of a conversion or continuation is provided by the Parent Borrower, the Administrative Agent shall notify each applicable Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation of Committed Revolving 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 ~~each~~ a Borrowing, each ~~Appropriate~~ applicable Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds for the applicable currency at the Administrative Agent’s Office not later ~~than~~than 2:00 p.m., in the case of any Committed Revolving Loan denominated in Dollars, any Term A-1 Borrowing ~~on the Closing Date, 10:00 a.m., New York time~~or any Term A-3 Borrowing, and ~~otherwise 2:00 p.m.~~not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Revolving Loan in an Alternative Currency or any Term A-2 Borrowing, ~~New York time,~~ in each case on the Business Day specified in the applicable Committed Loan Notice. In any event, a Revolving Lender or Term A-2 Lender may cause an Affiliate to fund or make the amount of its Loan available in accordance with the foregoing provisions. Upon satisfaction or waiver of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), 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(s)~~ account of the ~~Borrower~~ Borrowers on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative Agent by the Parent Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is received by the Administrative Agent, 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~~ Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such ~~Eurodollar~~ Eurocurrency Rate Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an a Default or Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ (i) no ~~Loans~~ Loan (other than a Term A-2 Loan) may be requested as, converted to or continued as ~~Eurodollar~~ a Eurocurrency Rate ~~Loans~~Loan (whether in Dollars or any Alternative Currency) if the Required Lenders shall have prohibited the same in writing to the Administrative Agent and (ii) at the request of the Required Lenders, any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency shall 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 applicable 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 ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Committed Borrowings, all Term A-1 Borrowings, all Term A-2 Borrowings, all Term A-3 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 ~~five~~ twelve (512) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 Agentall Loans.

Appears in 2 contracts

Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)

Appears in 2 contracts

Samples: Credit Agreement (Spirit AeroSystems Holdings, Inc.), Credit Agreement (Spirit AeroSystems Holdings, Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ 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 irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 10:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans ~~or any conversion of~~ to Base ~~Rate Loans to Eurodollar~~ Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term Loans~~. Each telephonic notice by the Borrower pursuant to this Section ~~2.02(a~~2.02(b) must be confirmed promptly by delivery to the Administrative Agent of a written ~~Committed~~ Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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~~ 100,000 in excess ~~thereof~~thereof (or, if less, the entire principal amount thereof then available to be drawn or outstanding). Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $~~500,000~~ 100,000 in excess ~~thereof~~thereof (or, if less, the entire principal amount thereof then available to be drawn or outstanding). Each ~~Committed~~ Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 ~~Class and~~ Type of Loans to be borrowed or to which existing ~~Term~~ Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of a Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Lender of the amount of its Pro Rata Share ~~or other applicable share provided for under this Agreement~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans ~~or continuation of Loans~~ as described in ~~Section 2.02(a)~~the preceding subsection. In the case of ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 5.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~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(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an a Default or Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as or converted to Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or ~~continued as~~ all of the then outstanding 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 ~~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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods ~~for each applicable Class so established~~in effect with respect to Revolving Loans and three (3) Interest Periods in effect with respect to the Term Loan. (f) The ~~failure of~~ Borrower may at any ~~Lender~~ time and from time to ~~make~~ time after 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 Closing Date and prior to the ~~date of any Borrowing~~Maturity Date, ~~or, in the case of any Borrowing of Base Rate Loans,~~ upon prior to 1:00 p.m., New York time, on the date of such 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 written notice by 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~~ request (1) an increase to the Revolving Commitments, (2) an increase to the Term Loan or any then existing Additional Term Loan and/or (3) additional commitments to make term loans to be structured as a separate term loan tranche with terms different from the Term Loan or any other then existing Additional Term Loan (any such separate term loan, an “Additional Term Loan”), in an amount (for all such requests made pursuant to this Section 2.02(f)) not to exceed FORTY MILLION DOLLARS ($40,000,000) with additional Revolving Commitments, Term Loan Commitments or commitments to make Additional Term Loans, as applicable, from any existing Lender or new Revolving Commitments, Term Loan Commitments or commitments for Additional Term Loans, as applicable, from any other Person (other than an Affiliate of ~~such Lender and~~ the Borrower) selected by the Borrower ~~severally agrees~~ and approved by the Administrative Agent in its reasonable discretion; 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 ~~repay~~ increase its Commitment 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 and/or commitment documents reasonably required by the Administrative Agent and reflecting such Person’s commitment (it being understood that each such Person shall become a “Lender” hereunder upon executing such joinder documents), and (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; (v) prior to the funding of any such increase of the Term Loan or any such Additional Term Loan, the Borrower shall have delivered to the Administrative Agent ~~forthwith on demand such corresponding amount together with interest thereon~~a Pro Forma Compliance Certificate demonstrating that, ~~for each day from the date such amount is made available~~ upon giving effect to the funding of any such increase to the Term Loan or Additional Term Loan, as applicable, on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the end of the most recent fiscal quarter for which the Borrower ~~until~~ has delivered financial statements pursuant to Section 7.01(a) or (b); (vi) the ~~date such amount is repaid~~ Borrower shall deliver to the Administrative Agent at a certificate of each Loan Party dated as of the date of such increase (iin 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 the Borrower, 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 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 (2) no Default or Event of Default exists; and (vii) with respect to any Additional Term Loan, (A) the obligations of the Loan Parties in respect of such Additional Term Loan shall constitute Obligations under the Loan Documents, and shall be entitled to all of the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit ratably from the Guaranty set forth in Article IV hereunder and the security interests and Liens created by the Collateral Documents (and the Borrower shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the requirements of this clause (A) are satisfied after the establishment of any such Additional Term Loan), (B) the final maturity of such Additional Term Loan shall be no earlier than the Maturity Date of the Term Loan or the final maturity date of any then existing Additional Term Loan, (C) the initial principal amount of such Additional Term Loan shall not amortize (pursuant to scheduled amortization) during any calendar year in a percentage amount greater than the percentage of the outstanding principal amount of the Term Loan scheduled to amortize during such calendar year in accordance with Section 2.07(c), (D) the Lenders providing such Additional Term Loan shall be entitled to voting rights on a pro rata basis with the Lenders holding the Term Loan and any Additional Term Loan then existing and shall be entitled to receive proceeds of prepayments on a pro rata basis with the Lenders holding the Term Loan and any Additional Term Loans then existing, (E) the Borrower shall execute a promissory note in favor of any new Lender or any existing Lender providing additional commitments hereunder and requesting a note and (F) the interest rate applicable at to such Additional Term Loan may be higher than the ~~time~~ highest interest rate then payable on any Term Loan, but by no more than 0.25% per annum (it being understood that the Applicable Rate on the Term Loan may be increased to the extent necessary to satisfy such requirement). Upon any increase of the Revolving Commitments or the Term Loan, as applicable, the outstanding Loans ~~comprising such Borrowing and~~ held by each Lender thereunder (~~ii)~~ and, in the case of ~~such Lender~~an increase of the Revolving Commitments, the ~~Overnight Rate plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate~~ participation interests of the ~~Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(g~~Lenders having Revolving Commitments in outstanding L/C Obligations and Swing Line Loans) shall be ~~conclusive in~~ reallocated (through assignments and purchases of the ~~absence of manifest error. If~~ necessary Commitments and outstanding Loans) amongst the ~~Borrower and~~ applicable Lenders such ~~Lender shall pay~~ that after giving affect to such ~~interest to the Administrative Agent for the same or an overlapping period~~reallocation, ~~the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share~~ each of the applicable ~~Borrowing~~ Lenders will hold Revolving Loans or Term Loans, as applicable (and, in the case of an increase of the Revolving Commitments, the participation interests of the Lenders having Revolving Commitments in outstanding L/C Obligations and Swing Line Loans) based on its Pro Rata Share of the applicable facility after giving effect to such increase. Such assignments shall not be subject to any processing and/or recordation fees among the ~~Administrative Agent~~applicable Lenders, ~~then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by~~ and the Borrower shall be ~~without prejudice~~ responsible for any costs arising under Section 3.05 resulting from such reallocation, it being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any ~~claim~~ affected Loan that is a Eurodollar Rate Loan on a day other than the ~~Borrower may have against a Lender that shall have failed to make such payment to~~ last day of the ~~Administrative Agent~~Interest Period applicable thereto.

Appears in 2 contracts

Samples: Credit Agreement (Prometheus Laboratories Inc), Credit Agreement (Prometheus Laboratories Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 ~~p.m.~~noon (New York, New York time, ) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans or any conversion of Base Rate Loans to ~~Eurodollar~~ Eurocurrency Rate Loans, and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred~~ Loans or any conversion of Eurocurrency Rate Loans to ~~in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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. Except as provided in Sections ~~2.12, 2.13~~ 2.04(c) and ~~2.14~~2.05(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 in the applicable currency or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 ~~Term~~ Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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. 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 Lender of the amount of its Pro Rata Share ~~or other applicable share provided for under this Agreement~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of 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 ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for the Borrowing on the Closing Date~~4.01, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ 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 ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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 ~~Loan,~~ Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans may be converted to or continued as ~~Eurodollar~~ Eurocurrency 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. The determination of the ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 2 contracts

Samples: Credit Agreement (SMART Technologies Inc.), Second Lien Credit Agreement (SMART Technologies Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Committed Borrowing, each conversion of ~~Term~~ Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Committed Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 10:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate ~~Loans to Eurodollar Rate~~ Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ Committed 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, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.04(c) and ~~2.14~~2.05(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a ~~Term~~ Committed Borrowing, a conversion of ~~Term~~ Committed Loans from one Type to the ~~other~~ other, or a continuation of Eurodollar Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the ~~Class and~~ Type of Committed Loans to be borrowed or to which existing ~~Term~~ Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Committed Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one ~~(1)~~ month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable ~~Class of~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in ~~Section 2.02(a)~~the preceding subsection. In the case of ~~each~~ a Committed Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Committed Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 4.03 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, 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(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing 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 herein, a Eurodollar Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Committed Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~Committed 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 Committed 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 ~~Term~~ Committed Borrowings, all conversions of ~~Term~~ Committed Loans from one Type to the other, and all continuations of ~~Term~~ Committed Loans as the same Type, there shall not be more than ~~five (5)~~ six Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentCommitted Loans.

Appears in 2 contracts

Samples: Credit Agreement (Oneok Inc /New/), Credit Agreement (ONE Gas, Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of ~~Term~~ 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, on behalf of the Borrower, to the Administrative Agent ~~(provided that~~ or the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisitionRevolver Agent, as applicable), which may be given by telephone. Each such notice must be received by the Administrative Agent ~~not later than 12:00 p.m.~~or the Revolver Agent, ~~New York time~~as applicable, substantially in the form attached hereto as Exhibit A (a) with respect to Revolving Credit Loans or Term Loans denominated in Dollars, (i) in the case of a Eurocurrency Rate Loan, not later than 1:00 p.m., Local Time, three (3) Business Days ~~prior to~~ before the ~~requested~~ date of ~~any~~ the proposed Borrowing ~~or continuation~~ (or, in the case of ~~Eurodollar Rate Loans or any conversion of Base Rate~~ Initial Term Loans to ~~Eurodollar Rate Loans, and (ii)~~ be borrowed on the ~~requested date of any Borrowing of Base Rate Loans; provided~~Closing Date, ~~that the notice referred to in subclause (i) above may be delivered no later than~~ one (1) Business Day ~~prior to~~ before the ~~Closing Date~~ proposed Borrowing), (ii) in the case of a Term Loan that is a Base Rate Loan, not later than 11:00 a.m., Local Time, on the ~~Initial~~ Business Day immediately preceding the proposed Borrowing or (iii) in the case of a Revolving Credit Loan that is a Base Rate Loan, not later than 11:00 a.m., Local Time, on the day of the proposed Borrowing and (b) with respect to Revolving Credit Loans or Term ~~Loans~~Loans denominated in any currency other than Dollars, not later than 1:00 p.m., Local Time, three (3) Business Days before the date of the proposed Borrowing; provided that, in each case, the foregoing notice periods relating to the Revolving Credit Loans may be such shorter period as may be agreed to by the Revolver Agent. 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 or the Revolver Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be in a principal amount of ~~$5,000,000~~ the Borrowing Minimum or a whole multiple of ~~$1,000,000~~ the Borrowing Multiple in excess thereof. Except as provided in ~~Sections 2.12, 2.13 and 2.14~~Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of ~~$1,000,000~~ the Borrowing Minimum or a whole multiple of ~~$500,000~~ the Borrowing Multiple in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is are requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 ~~Class and~~ 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 and (vi) ~~wire instructions~~ the location and number of the ~~account(s)~~ Borrower’s account to which funds are to be disbursed. If the Borrower fails to specify a Type of Loan to be made in a Committed Loan Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made or continued as the same Type of Loan, which ~~if a Eurodollar Rate Loan,~~ shall have a one-month Interest Period. Any such automatic continuation of Eurodollar 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 Lender of the amount of its Pro Rata Share or other applicable share provided for under this Agreement 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 continuation of Eurodollar Rate Loans or continuation of Loans described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.01 for the Borrowing on the Closing Date, 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(s) of the Borrower on the books of the Administrative Agent comply with the ~~amount~~ requirements of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided by the Borrower to (and reasonably acceptable to) the Administrative Agent. (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, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans may be converted to or continued as Eurodollar 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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.2.02

Appears in 2 contracts

Samples: Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Corp)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Committed Borrowing, each conversion of ~~Term~~ Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Committed Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 10:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate ~~Loans to Eurodollar Rate~~ Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ Committed 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, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.04(c) and ~~2.14~~2.05(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a ~~Term~~ Committed Borrowing, a conversion of ~~Term~~ Committed Loans from one Type to the ~~other~~ other, or a continuation of Eurodollar Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the ~~Class and~~ Type of Committed Loans to be borrowed or to which existing ~~Term~~ Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Committed Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one ~~(1)~~ month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable ~~Class of~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in ~~Section 2.02(a)~~the preceding subsection. In the case of ~~each~~ a Committed Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Committed Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Citibank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing 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 herein, a Eurodollar Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Committed Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~Committed 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 Committed 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~Citibank’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all ~~Term~~ Committed Borrowings, all conversions of ~~Term~~ Committed Loans from one Type to the other, and all continuations of ~~Term~~ Committed Loans as the same Type, there shall not be more than ~~five (5)~~ six Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentCommitted Loans.

Appears in 2 contracts

Samples: Credit Agreement (ONEOK Partners LP), Credit Agreement (ONEOK Partners LP)

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each conversion of a Tranche of Term Loans from one Type to the other, and each continuation of ~~Eurodollar~~ Term Benchmark Rate ~~Loans~~ Loans, shall be made upon ~~the Borrower’s~~ irrevocable notice by the Borrower to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable), which may be given by telephoneAgent. Each such notice must be in writing and must be received by the Administrative Agent not later than ~~12:00 p.m.,~~ (i) 2:00 p.m. (New York City time~~, (i~~) three (3) Business Days prior to the requested date of any Borrowing ~~or continuation of Eurodollar Rate Loans or any~~ of, conversion of Base Rate Loans to, or continuation of, Term Benchmark Rate Loans (or in the case of any such Borrowing to ~~Eurodollar Rate Loans~~be made on the Closing Date or any Borrowing pursuant to Section 2.14 or Section 2.18, one Business Day prior to the date of such Borrowing), and (ii) ~~on the requested date of any Borrowing of Base Rate Loans; provided, that the notice referred to in subclause~~ 1:00 p.m. (iNew York City time) ~~above may be delivered no later than~~ one (1) Business Day prior to the ~~Closing Date in the case~~ requested date of ~~the Initial~~ any Term Borrowing of Base Rate Loans or of any conversion of Term Benchmark Rate Loans to Base Rate Loans. Each ~~telephonic~~ notice ~~by the Borrower~~ pursuant to this Section 2.02(a) ~~must~~ shall be ~~confirmed promptly by delivery~~ delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Term Benchmark Rate Loans shall be (i) in a principal amount of $~~5,000,000~~ 1,000,000, or ~~a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or~~ (ii) a whole multiple of $500,000 in excess thereof. Each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount of $500,000, or (ii) a whole multiple of $250,000 in excess thereof. (b) Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the Borrower is requesting a Term Borrowing, a conversion of a Tranche of Term Loans from one Type to the ~~other~~ other, or a continuation of ~~Eurodollar~~ Term Benchmark 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 Tranche of Term Loans are to be ~~converted,~~ converted and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s)~~ thereto. If, with respect to ~~which funds are to be disbursed. If~~ any Term Benchmark Rate Loans, the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans shall be made as, or ~~continued as the same Type~~ converted to, Term Benchmark Rate Loans with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~1 month. Any such automatic conversion or continuation ~~of Eurodollar Rate Loans~~ pursuant to 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~~ Term Benchmark Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of ~~Eurodollar~~ Term Benchmark 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. (bc) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ~~Pro Rata Share or other applicable~~ ratable share ~~provided for under this Agreement~~ of the applicable ~~Class~~ Tranche of Term Loans, and if no timely notice of a conversion or continuation of Term Benchmark Rate Loans is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Term Benchmark Rate Loans ~~or continuation~~ with an Interest Period of ~~Loans~~ one month as described in Section 2.02(a). In the case of ~~each~~ a Term Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m.,~~ than 3:00 p.m. (New York City time~~, and otherwise 2:00 p.m., New York time~~), on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in ~~Section 4.01 for the Borrowing on the Closing Date~~Article IV, 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(s)~~ 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 ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower. (cd) Except as otherwise provided herein, a ~~Eurodollar~~ Term Benchmark Rate Loan may be continued or converted only on the last day of an Interest Period for such ~~Eurodollar~~ Term Benchmark Rate ~~Loan,~~ Loan unless the Borrower pays the amount ~~due, if any,~~ due under Section ~~3.05~~ 3.06 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, at the election of the Administrative Agent or the Required ~~Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ Lenders, no Loans may be requested as, converted to or continued as ~~Eurodollar~~ Term Benchmark Rate Loans. (de) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for ~~Eurodollar~~ Term Benchmark Rate Loans upon determination of such interest rate. The determination of the ~~Eurodollar~~ Term Benchmark Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (ef) 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 of the same Type, there shall not be more than ~~five~~ ten (510) Interest Periods in ~~effect unless otherwise agreed between the Borrower and the Administrative Agent~~effect; provided that after the establishment of any new ~~Class~~ Tranche of ~~Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement~~ Loans, the number of Interest Periods otherwise permitted by this Section ~~2.02(e~~2.02(f) shall increase by three (3) Interest Periods for each applicable ~~Class~~ Tranche so established. (fg) 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~~ , which for the ~~Administrative Agent shall have received notice from a Lender prior to the date~~ avoidance of ~~any Borrowing, or, in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m., New York time, on the date of such Borrowing, that such Lender will~~ doubt does not ~~make available to the Administrative Agent~~ limit 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing obligations under ~~this~~ Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 Agent2.17.

Appears in 1 contract

Samples: First Lien Credit Agreement (V2X, Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each Term A 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~~ SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by ~~telephone~~(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be received by the Administrative Agent not later than ~~12:00~~ 1:00 p.m.~~, New York time,~~ (i) three ~~(3)~~ U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of ~~Eurodollar Rate~~ SOFR Loans or of any conversion of ~~Base Rate~~ SOFR Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of, conversion to or continuation of ~~Eurodollar Rate~~ SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the Borrower is requesting a Term A Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the ~~other~~ other, or a continuation of ~~Eurodollar Rate~~ SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the ~~Class and~~ 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) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the ~~applicable~~ Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan, which if a Eurodollar~~ converted to Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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~~ SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of ~~Eurodollar Rate~~ SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one ~~(1)~~ month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a SOFR Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the ~~applicable Class of~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans ~~or continuation of Loans~~ as described in Section 2.02(a). In the case of ~~each~~ 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 Same Day Funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ than (i) 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice for Borrowing of any Term Loan or Revolving Credit Loan requested in a Committed Loan Notice that was received prior to the Business Day specified for such Borrowing in the applicable Committed Loan Notice and (ii) 3:00 p.m. in the case of any Borrowing of a Term Loan or Revolving Credit Loan requested in a Committed Loan Notice that was received on the same Business Day as the Business Day specified for Borrowing in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Xxxxx Fargo with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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~~ SOFR Loan may be continued or converted only on the last day of an Interest Period for such ~~Eurodollar Rate~~ SOFR Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as ~~Eurodollar Rate Loans~~SOFR Loans without the consent of the Required Lenders. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for ~~Eurodollar Rate~~ SOFR Loans 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~Xxxxx Fargo’s 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 Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five ~~(5)~~ Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans~~the Term A Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the ~~number~~ other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than five Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 effect 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case respect of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentRevolving Credit Facility.

Appears in 1 contract

Samples: Credit Agreement (BWX Technologies, Inc.)

Appears in 1 contract

Samples: Credit Agreement (Cooper-Standard Holdings Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by ~~telephone~~(A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 10:00 a.m. (i) ~~three (3)~~ two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of 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 ~~Eurodollar~~ Eurocurrency Rate Loans ~~or any conversion of Base Rate Loans to Eurodollar Rate Loans,~~ denominated in Alternative Currencies and (iiiii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, 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. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each ~~Committed~~ Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether ~~the~~ such Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 ~~Term~~ Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect ~~thereto~~ thereto, and (vi) ~~wire instructions~~ the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~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 ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the~~ Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, 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 ~~the same Type~~ Eurocurrency Rate Loans in their original currency with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~one month. Any ~~such~~ automatic ~~continuation of Eurodollar~~ 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 ~~(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 ~~Committed~~ Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share ~~or other applicable share provided for under this Agreement~~ 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 ~~continuation of Eurodollar~~ 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 ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, ~~New York time,~~ in each case on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 5.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 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(s)~~ account of ~~the~~ such Borrower on the books of ~~the Administrative Agent~~ BMO with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as ~~Eurodollar~~ Eurocurrency Rate ~~Loans~~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 Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.~~ At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the ~~Borrower~~ Borrowers and the Lenders of any change in ~~the Administrative Agent~~BMO’s 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 ~~five (5)~~ 12 Interest Periods in effect ~~unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment~~ with respect to Revolving Loans (no more than 4 of ~~any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of~~ such Interest Periods ~~otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods~~ may be for ~~each applicable Class so established~~7 days). (f) ~~The failure of any Lender to make the Loan to be made by it as part of any Borrowing~~ This Section 2.02 shall not ~~relieve any other Lender of its obligation, if any, hereunder~~ apply 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~~Swing Line Loans. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Credit Agreement (Brady Corp)

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Aimco Properties L.P.)

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~~Company’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, or continuation of of, Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) ~~on the requested date of any Borrowing of Base Rate Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than~~ one (1) Business Day ~~prior~~ before the requested borrowing date of Base Rate Loans or conversion of any Eurodollar Loan to ~~the Closing Date in the case of the Initial Term~~ 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, appropriately completed and signed by a Responsible Officer of the ~~Borrower~~Company. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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~~ 500,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each ~~Committed~~ Loan Notice (whether telephonic or written) shall specify (i) whether the ~~Borrower~~ Company is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the ~~other~~ 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 ~~Class and~~ Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) the number and location of the account to which funds are to be disbursed and (vi) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the ~~Borrower~~ Company fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 ~~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 Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the ~~Borrower~~Company, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), 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(s) 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~~ funds in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Company. (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,~~ Loan unless the ~~Borrower~~ Company pays the amount due, if any, under Section 3.05 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the ~~Administrative Agent or the~~ Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans ~~may~~ be converted to or continued as Eurodollar 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 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the ~~Borrower~~ Company and the Lenders of any change in the ~~Administrative Agent’s prime rate~~ Prime Rate used in determining the Base Rate promptly following the ~~public~~ announcement of such change.. All computations of interest hereunder shall be made in accordance with Section 2.08 and Section 2.10 hereunder (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 ~~five~~ fifteen (515) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (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., New York time, on the date of such Borrowing,~~ that such Lender will not make available to the Administrative Agent such Lender’s ~~Pro Rata Share~~ portion of such Borrowing, the Administrative Agent ~~may~~ may, with the Company’s consent, assume that such Lender has made such ~~Pro Rata Share~~ portion 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~~ Company 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~~ Company 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~~ Company until the date such amount is repaid to the Administrative Agent at (i) in the case of the ~~Borrower~~Company, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the ~~Overnight~~ greater of the Federal Funds Rate ~~plus any administrative, processing, or similar fees customarily charged~~ and a rate determined by the Administrative Agent in accordance with ~~the foregoing~~banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If ~~the Borrower and~~ such ~~Lender shall pay~~ Lender’s portion of such ~~interest~~ Borrowing is not made available to the Administrative Agent ~~for~~ by such Lender within three Business Days after such the ~~same or an overlapping period~~date of such Borrowing, the Administrative Agent shall ~~promptly remit~~ also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the ~~Borrower~~ Company at the ~~amount of such interest paid by~~ rate per annum applicable to Base Rate Loans under the ~~Borrower for such period~~relevant Facility, on demand, from the Company. If such Lender ~~pays its share of the applicable Borrowing~~ shall repay to the Administrative ~~Agent~~Agent such corresponding amount, ~~then the~~ such amount ~~so paid~~ shall constitute such Lender’s Loan ~~included in~~ as part of such ~~Borrowing. Any payment by~~ Borrowing for purposes of this Agreement, and the ~~Borrower shall be without prejudice~~ Company’s obligation to ~~any claim the Borrower may have against a Lender that shall have failed to make such payment to~~ repay the Administrative ~~Agent~~Agent such corresponding amount pursuant to this Section 2.02(g) shall cease.

Appears in 1 contract

Samples: Credit Agreement (ReAble Therapeutics Finance LLC)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ 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 (provided that the ~~notice~~ notices in respect of the ~~Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement,~~ initial Borrowings may be conditioned on the closing of the ~~Acquisition or such Permitted Acquisition or other acquisition, as applicable~~Merger), which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m.~~(1) 1:00 p.m. (New York, New York time~~, (i~~) three (3) Business Days prior to the requested date of any Borrowing or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans or any conversion of Base Rate Loans to ~~Eurodollar~~ Eurocurrency Rate Loans, and (ii2) 12:00 noon on the requested date of any Borrowing of Base Rate Loans; ~~provided,~~ provided that the notice referred to in subclause (i1) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of ~~the Initial Term Loans~~initial Borrowings. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in ~~Sections 2.12, 2.13 and~~ Section 2.14, each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be in a minimum principal amount of $~~5,000,000~~ 1,000,000, or a whole multiple of $~~1,000,000~~ 100,000 in excess thereof. Except as provided in ~~Sections 2.12, 2.13 and~~ Section 2.14, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ 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 ~~Term~~ Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) wire instructions of the account(s) to which funds are to be ~~disbursed~~disbursed (it being understood, for the avoidance of doubt, that the amount to be disbursed to any particular account may be less than the minimum or multiple limitations set forth above so long as the aggregate amount to be disbursed to all such accounts pursuant to such Borrowing meets such minimums and multiples). If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Pro Rata Share or other applicable share provided for under this Agreement 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later ~~than,~~ than the later of (i) in the case of ~~Borrowing on the Closing Date~~Eurocurrency Rate Loans, ~~10:00 a.m.~~12:00 noon (New York, New ~~York time, and otherwise 2:00 p.m., New York time,~~ York) on the Business Day specified in the applicable Committed Loan ~~Notice. Upon satisfaction~~ Notice and (ii) in the case of Base Rate Loans, one hour (or in the case of Borrowing of Base Rate Loans after the Closing Date where the Committed Loan Notice has been delivered on the date of the ~~applicable conditions set forth in Section 4.01 for~~ requested Borrowing, two hours) after written notice of such Borrowing is delivered by the ~~Borrowing~~ Administrative Agent to such Lender; provided, that, on the Closing Date (or with respect to any Incremental Facilities, on the relevant Incremental Amendment Date), such funds may be made available at such earlier time as may be agreed among the relevant Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions (or, in the case of any Incremental Facilities, the relevant transactions). 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(s) 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 by the Borrower to (and reasonably acceptable to) the Administrative Agent. (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,~~ Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. ~~Upon~~ During the occurrence and ~~during the~~ continuation of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require by notice to the Borrower that no Loans may be converted to or continued as ~~Eurodollar~~ Eurocurrency 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. The determination of the ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 ~~five~~ fifteen (515) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing ~~Amendment, an Extension~~ Amendment or ~~an amendment in respect of Replacement Loans~~Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, 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 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~~ 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Second Lien Credit Agreement (Portillo's Inc.)

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~~ Borrowers’ irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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 Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the ~~Borrower~~Borrowers. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (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~~ 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 ~~Class and~~ 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) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the ~~Borrower fails~~ Borrowers fail to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then~~ Notice or if the ~~applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower fails~~ Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 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 ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the applicable ~~Class of~~ Term Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the ~~Borrower~~Borrowers, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), 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(s)~~ account of the ~~Borrower~~ Borrowers on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrowers; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrowers, 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 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 Interest Period for such Eurodollar Rate Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~Loans without the consent of the Required Lenders. (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. ~~The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.~~ At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the ~~Borrower~~ Borrowers and the Lenders of any change in ~~the Administrative Agent~~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 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods ~~for each applicable Class so established. (f) The failure~~ in effect in respect of ~~any Lender~~ the Term Facility. After giving effect to ~~make~~ all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the ~~Loan to be made by it~~ other, and all continuations of Revolving Credit Loans as ~~part of any Borrowing~~ the same Type, there 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.~~ more than three (g3) ~~Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing, or,~~ Interest Periods in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m., New York time, on the date of such 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 effect 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case respect of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentRevolving Credit Facility.

Appears in 1 contract

Samples: Credit Agreement (Prospect Medical Holdings Inc)

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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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~~ 500,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the ~~other~~ 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 ~~Class and~~ 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) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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. 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 ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the applicable ~~Class of~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Xxxxx Fargo with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~Loans without the consent of the Applicable 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~Xxxxx Fargo’s 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, all continuations of Term Loans as the same Type, all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of ~~Term~~ Revolving Credit Loans as the same Type, there shall not be more than ~~five (5)~~ 8 Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans~~the Term Facility and the Revolving Credit Facility, ~~the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established~~collectively. (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 Anything in this Section 2.02 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 time, on the date of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share of such Borrowingcontrary notwithstanding, 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in may not select the ~~case of~~ Eurodollar Rate for the ~~Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing~~ initial Credit Extension and (ii) in may request, convert or continue Term Borrowings, Term Loans, Revolving Credit Borrowings or Revolving Credit Loans pursuant to 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~~ terms and provisions of the ~~Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in~~ CEO Cash Management Agreements and the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentCEO system.

Appears in 1 contract

Samples: Credit Agreement (Salem Communications Corp /De/)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar~~ Term SOFR Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation ~~of Eurodollar~~ of, Term SOFR Rate Loans or of any conversion of Term SOFR Rate Loans to Base Rate Loans ~~to Eurodollar~~ or Daily Simple SOFR Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ Loans or Daily Simple SOFR Rate Loans. Each telephonic notice by the Borrower pursuant to this Section ~~2.02(a~~2.02 (a) must be confirmed promptly by delivery to the Administrative Agent of a written ~~Committed~~ Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Term SOFR 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 Daily Simple SOFR Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or CHAR1\2011553v5 conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each ~~Committed~~ Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ other, or a continuation of ~~Eurodollar Rate~~ Loans, as the case may be, (ii) whether such Borrowing is a Term Borrowing (and which tranche of Term Loans) or a Revolving Borrowing, (iii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (~~iii~~iv) the principal amount of Loans to be borrowed, converted or continued, (ivv) the ~~Class and~~ Type of Loans to be borrowed or to which existing ~~Term~~ Loans are to be converted, (vvi) if applicable, the duration of the Interest Period with respect ~~thereto~~ thereto, and (vivii) ~~wire instructions of the account(s) to which funds are to be disbursed~~if requesting a Borrowing, a certification that such Borrowing complies with Section 2.01. If the Borrower fails to specify a Type of a Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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~~ Term SOFR Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of ~~Eurodollar~~ Term SOFR 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 ~~Pro Rata Share or other applicable share provided for under this Agreement~~ 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 Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate Loans ~~or continuation of Loans~~ as described in ~~Section 2.02(a)~~the preceding subsection. In the case of ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ than 1:00 p.m. on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction or waiver of the applicable conditions set forth in Section ~~4.01 for~~ 5.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~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(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and ~~reasonably~~ acceptable to) the Administrative ~~Agent~~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~~ Term SOFR Rate Loan may be continued or converted only on the last day of an the Interest Period for such ~~Eurodollar~~ Term SOFR Rate Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as ~~Eurodollar~~ Term SOFR Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term SOFR 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~~ Term SOFR 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.. At any time that Daily Simple SOFR Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in such rate promptly following any change in such published rate. CHAR1\2011553v5 (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 ~~five~~ eight (5) 8) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 Agentall Loans.

Appears in 1 contract

Samples: Credit Agreement (Phillips Edison & Company, Inc.)

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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 ~~p.m.~~noon (New York, New York time, or London, England time in the case of any Borrowing denominated in Euros) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans or any conversion of Base Rate Loans to ~~Eurodollar~~ Eurocurrency Rate Loans, and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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~~thereof in the case of Dollar Term Loans (or comparable amounts determined by the Administrative Agent in the case of Euro Term Loans). Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (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~~ other, or a continuation of ~~Eurodollar~~ Eurocurrency Rate Loans, (ii) in the case of a Term Borrowing, the currency in which the Loans to be borrowed are to be denominated, (iii)the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (~~iii~~iv) the principal amount of Loans to be borrowed, converted or continued, (ivv) the ~~Class and~~ Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s)~~ thereto. If, with respect to ~~which funds are to be disbursed. If~~ Loans denominated in Dollars, the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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~~Period (or fails to give timely notice requesting a continuation of Eurocurrency 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 Pro Rata Share ~~or other applicable share provided for under this Agreement~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~not later than 1:00 p.m. (London time), ~~New York time~~in the case of any 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ 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 ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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 ~~Loan,~~ Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans may be converted to or continued as ~~Eurodollar~~ Eurocurrency 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. The determination of the ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 ~~five~~ fifteen (515) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (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., New York time, on the date of such Borrowing,~~ that such Lender will not make available to the Administrative Agent such Lender’s ~~Pro Rata Share~~ portion of such Borrowing, the Administrative Agent ~~may~~ may, with the Borrower’s consent, assume that such Lender has made such ~~Pro Rata Share~~ portion 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the ~~Overnight~~ greater of the Federal Funds Rate ~~plus any administrative, processing, or similar fees customarily charged~~ and a rate determined by the Administrative Agent in accordance with ~~the foregoing~~banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If ~~the Borrower and~~ such ~~Lender shall pay~~ Lender’s portion of such ~~interest~~ Borrowing is not made available to the Administrative Agent ~~for~~ by such Lender within three Business Days after such the ~~same or an overlapping period~~date of such Borrowing, the Administrative Agent shall ~~promptly remit~~ also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the Borrower at the ~~amount of such interest paid by~~ rate per annum applicable to ABR Loans under the ~~Borrower for such period~~relevant Facility, on demand, from the Borrower. If such Lender ~~pays its share of the applicable Borrowing~~ shall repay to the Administrative ~~Agent~~Agent such corresponding amount, ~~then the~~ such amount ~~so paid~~ shall constitute such Lender’s Loan ~~included in~~ as part of such ~~Borrowing. Any payment by~~ Borrowing for purposes of this Agreement, and the ~~Borrower shall be without prejudice~~ Borrower’s obligation to ~~any claim the Borrower may have against a Lender that shall have failed to make such payment to~~ repay the Administrative ~~Agent~~Agent such corresponding amount pursuant to this Section 2.02(g) shall cease.

Appears in 1 contract

Samples: Credit Agreement (Catalent USA Woodstock, Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be made upon ~~the~~ a Borrower’s 's irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 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 or of any conversion of ~~Base~~ Eurocurrency Rate Loans denominated in Dollars to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term Loans~~. Each telephonic notice by ~~the~~ a Borrower pursuant to this Section ~~2.02(a~~2.02 (a) must be confirmed promptly by delivery to the Administrative Agent of a written ~~Committed~~ Loan Notice, appropriately completed and signed by a Responsible Officer of ~~the Borrower~~such Xxxxxxxx. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be in a principal amount of ¥400,000,000 (or such amount's Dollar Equivalent) or a whole multiple of ¥40,000,000 (or such amount's Dollar Equivalent) in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each ~~Committed~~ Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 ~~Term~~ Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect ~~thereto~~ thereto, and (vi) ~~wire instructions~~ the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~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 Yen. If a Borrower fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the~~ Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans ~~shall~~ shall, unless the applicable Loans are prepaid in accordance with Section 2.03, be made as, or converted to or continued ~~as the same Type of Loan~~as, ~~which if a Eurodollar Rate Loan, shall have a one-month Interest Period. Any such automatic continuation of Eurodollar~~ Eurocurrency Rate Loans ~~shall be effective as of~~ in the ~~last day of the~~ applicable currency with an Interest Period ~~then in effect with respect to the applicable Eurodollar Rate Loans~~of one month. 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 Loan may be converted into or continued as a Loan denominated in a different currency, but instead must, subject to Section (1a) ~~month~~be prepaid 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 ~~Pro Rata Share or other applicable share provided for under this Agreement~~ Applicable Percentage of the applicable ~~Class of Loans,~~ 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~~ other details of ~~any automatic continuation of Eurodollar Rate Loans or continuation of Loans described in Section 2.02(a)~~such Loans. In the case of ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan (which shall be its Applicable Percentage of such Borrowing) available to the Administrative Agent not later than 2:00 p.m. and in Same Day Funds at the Administrative Agent~~’s Office not later than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time~~'s Office, on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for the Borrowing on the Closing Date~~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(s)~~ account of the applicable Borrower on the books of ~~the Administrative Agent~~ Mizuho with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by such 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 Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of ~~Default~~Default (or a Default under (x) Sections 8.01(a)(ii), 8.01(a)(iii), 8.01(f), 8.01(g)(ii), or 8.01(h)(ii) or (y) Section 8.01(c) as a result of failure to comply with the ~~Administrative Agent~~ provisions of Sections 6.01 or ~~the Required Facility Lenders under the applicable Facility may require by notice~~ 6.02 hereof, in each case without giving effect to ~~the Borrower that~~ any grace periods set forth in Section 8.01 with respect thereto), no Loans (i) denominated in Yen may be continued for an Interest Period longer than one month or (ii) denominated in Dollars may be converted to or continued as ~~Eurodollar~~ Eurocurrency Rate Loans, in each case, 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~~ Eurocurrency 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the ~~Borrower~~ Borrowers and the Lenders of any change in ~~the Administrative Agent’s~~ Mizuho's 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 ~~five (5)~~ ten Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentLoans.

Appears in 1 contract

Samples: Five Year Credit Agreement (Aflac Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to ~~the other~~another, and each continuation of ~~Eurodollar~~ Eurocurrency Rate ~~Loans~~ Loans, shall be made upon ~~the Borrower’s~~ irrevocable notice by the Borrower to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable), which may be given by telephoneAgent. Each such notice must be in writing and must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ (i) 12:00 p.m. (New York City time) three ~~(3)~~ Business Days prior to the requested date of any Borrowing ~~or continuation of Eurodollar Rate Loans or any~~ of, conversion of Base Rate Loans to, or continuation of, Eurocurrency Rate Loans (or in the case of any such Borrowing to ~~Eurodollar Rate Loans~~be made on the Closing Date, one Business Day prior to the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred~~ Loans or of any conversion of Eurocurrency Rate Loans to ~~in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ Base Rate Loans. Each ~~telephonic~~ notice ~~by the Borrower~~ pursuant to this Section 2.02(a) ~~must~~ shall be ~~confirmed promptly by delivery~~ delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be (i) in a principal amount of $~~5,000,000~~ 3,000,000 or (ii) a whole multiple of $1,000,000 in excess thereof. Except as provided in ~~Sections 2.12, 2.13 and 2.14~~Section 2.03(d), each Borrowing of of, or conversion to to, Base Rate Loans shall be (i) in a principal amount of $1,000,000 or (ii) a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ a Tranche of Loans from one Type to ~~the other~~ another, 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 ~~Term~~ Tranche of Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s)~~ thereto. If, with respect to ~~which funds are to be disbursed. If~~ any Eurocurrency Rate Loans, the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Loans shall be made as, or ~~continued as the same Type~~ converted to, Eurocurrency Rate Loans with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~1 month. Any such automatic conversion or continuation ~~of Eurodollar Rate Loans~~ pursuant to 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~~ 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 applicable Lender of the amount of its Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable ~~Class~~ Tranche of Loans, and if no timely notice of a conversion or continuation of Eurocurrency Rate Loan is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Eurocurrency Rate Loans ~~or continuation~~ with an Interest Period of ~~Loans~~ one month as described in Section 2.02(a). In the case of ~~each~~ a Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m.,~~ than 3:00 p.m. (New York City time~~, and otherwise 2:00 p.m., New York time~~), on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section 4.02 (or, if such Borrowing is the initial Credit Extension, Section 4.01 ~~for the Borrowing on the Closing Date~~and 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(s)~~ 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 ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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 ~~Loan,~~ Loan unless the Borrower pays the amount ~~due, if any,~~ due under Section ~~3.05~~ 3.06 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, at the election of the Administrative Agent or the Required ~~Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ Lenders, no Loans may be requested as, converted to or continued as ~~Eurodollar~~ Eurocurrency 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. The determination of the ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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~~another, and all continuations of ~~Term~~ Loans as of the same Type, there shall not be more than ~~five (5)~~ ten Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (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~~ , which for the ~~Administrative Agent shall have received notice from a Lender prior to the date~~ avoidance of ~~any Borrowing, or, in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m., New York time, on the date of such Borrowing, that such Lender will~~ doubt does not ~~make available to the Administrative Agent~~ limit 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing obligations under ~~this~~ Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 Agent2.17.

Appears in 1 contract

Samples: Second Lien Credit Agreement (ZoomInfo Technologies Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each borrowing of Term ~~Borrowing~~Loans or Revolving Loans, each conversion of Term Loans or Revolving 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 (~~provided that the~~ except that, subject to Section 1.08, a notice ~~in respect of the Initial Term Loans or~~ in connection with ~~any Permitted Acquisition or other acquisition permitted under this Agreement,~~ the initial Credit Event hereunder may be ~~conditioned~~ revoked if the Initial Borrowing Date does not occur on the ~~closing~~ proposed date of ~~the Acquisition or such Permitted Acquisition or other acquisition, as applicable~~borrowing), which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m.,~~ (i) 1:00 p.m. (New York City time~~, (i~~) three (3) Business Days prior to the requested date of any ~~Borrowing~~ borrowing or continuation of Eurodollar ~~Rate~~ Loans or any conversion of Base Rate Loans to Eurodollar ~~Rate Loans~~Loans (or, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the ~~Initial~~ Term B Loans to be borrowed on the Amendment No. 1 Effective Date, such shorter period of time as may be agreed by the Administrative Agent) and (ii) 10:00 a.m. (New York City time) on the Business Day of any borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section ~~2.02(a~~1.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written ~~Committed Loan Notice~~Notice of Borrowing, appropriately completed and signed by ~~a Responsible~~ an Authorized Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14~~EachExcept on the Amendment No. 1 Effective Date, each Borrowing of, conversion to or continuation of Eurodollar ~~Rate~~ Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 1.03(c) and 2.01(c), each borrowing of or conversion to Base Rate Loans pursuant to this Section 1.02 shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each ~~Committed Loan~~ Notice of Borrowing (whether telephonic or written) shall specify (i) whether the Borrower is requesting a borrowing of Term ~~Borrowing~~Loans of a particular Tranche or Revolving Loans, a conversion of Term Loans of a particular Tranche or Revolving Loans from one Type to the ~~other~~ other, or a continuation of Eurodollar ~~Rate Loans~~Loans for an additional Interest Period, (ii) the requested date of the ~~Borrowing~~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 Term Loans or Revolving Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a ~~Committed Loan Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period~~ Notice of ~~one (1) month. If the Borrower~~ Borrowing or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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~~ borrowing of, conversion ~~to,~~ to or continuation of Eurodollar ~~Rate~~ Loans in any such ~~Committed Loan Notice~~Notice of Borrowing, 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~~Notice of Borrowing, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ~~Pro Rata Share or other applicable~~ pro rata share ~~provided for under this Agreement~~ of the applicable ~~Class~~ Tranche of 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section ~~2.02(a~~1.02(a). In the case of each Borrowing, each ~~Appropriate~~ Lender with a Commitment under the applicable Tranche shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m.,~~ than 2:00 p.m. (New York City time~~, and otherwise 2:00 p.m., New York time,~~ ) on the Business Day specified in the applicable ~~Committed Loan Notice~~Notice of Borrowing. ~~Upon satisfaction of the applicable conditions set forth in Section 4.01 for the Borrowing on the Closing Date, the~~ 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(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided that if, on the date the Notice of Borrowing with respect to such Borrowing is given by the Borrower, there are Swingline 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 Swingline Loans, and third, 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,~~ Loan unless the Borrower pays the amount due, if any, under Section ~~3.05~~ 1.08 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans may be converted to or continued as Eurodollar ~~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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 of Term Loans and Revolving Loan Borrowings, all conversions of Term Loans or Revolving Loans from one Type to the other, and all continuations of Term Loans or Revolving Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to all Borrowings of Revolving Loans and not more than five (5) Interest Periods in effect ~~unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment~~ with respect to all Borrowings of Term Loans of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedTranche. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Credit Agreement (Vanguard Health Systems Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each Reallocated Facility Borrowing, each conversion of Term Loans, Revolving Credit Loans or Reallocated 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Payment Agent, which may be given by telephone. Each such notice must be received by the ~~Administrative~~ Payment Agent not later than ~~12:00 p.m., New York~~ 11:00 a.m. (eastern time, ) (i) three ~~(3)~~ 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 ~~to Eurodollar Rate Loans,~~ and (ii) on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the ~~Administrative~~ Payment Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower; provided that upon request by the Payment Agent, such confirmation shall be received prior to the date of the related Borrowing (but shall not be required to be received prior to the date referenced in the previous sentence had the request not been made by telephone). ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $~~5,000,000~~ 10,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 5,000,000 or a whole multiple of $~~500,000~~ 1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a Reallocated Facility Borrowing, a conversion of Term Loans, Revolving Credit Loans or Reallocated Loans from one Type to the ~~other~~ 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 ~~Class and~~ Type of Loans to be borrowed or to which existing Term Loans, Revolving Credit Loans or Reallocated Facility Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans, Revolving Credit Loans or Reallocated Facility Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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~~ Payment Agent shall promptly notify each Appropriate Lender of the amount of its Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable ~~Class of~~ Term Loans, Revolving Credit Loans or Reallocated Facility Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the ~~Administrative~~ Payment Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ a Term Borrowing, a Revolving Credit Borrowing or a Reallocated Facility Borrowing, each Appropriate Lender shall make the amount of its Loan available to the ~~Administrative~~ Payment Agent in ~~Same Day Funds~~ immediately available funds at the ~~Administrative~~ Payment Agent’s 's Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York~~ than 1:00 p.m. (eastern time~~, and otherwise 2:00 p.m., New York time,~~ ) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 or 4.03 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the ~~Administrative~~ Payment Agent shall make all funds so received available to the Borrower in like funds as received by the ~~Administrative~~ Payment Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Citibank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the ~~Administrative Agent~~Payment 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~Loans without the consent of the Required Lenders. (d) The ~~Administrative~~ Payment 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~~ Payment Agent shall be conclusive in the absence of manifest error. At any time ~~when~~ that Base Rate Loans are outstanding, the ~~Administrative~~ Payment Agent shall notify the Borrower and the Lenders of any change in the ~~Administrative~~ Payment Agent’s 's 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 Reallocated Facility Borrowings, all conversions of Term Loans, Revolving Credit Loans or Reallocated Facility Loans from one Type to the other, and all continuations of Term Loans, Revolving Credit Loans or Reallocated Facility Loans as the same Type, there shall not be more than ~~five (5)~~ ten Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (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~~ Anything in this Section 2.02 to the ~~date of any Borrowing~~contrary notwithstanding, or, in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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~~ not select Eurodollar Rate for the ~~Administrative Agent~~initial Credit Extension hereunder.

Appears in 1 contract

Samples: Credit Agreement (Dynegy Inc /Il/)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to ~~the other~~another Type, and each continuation of ~~Eurodollar~~ Term SOFR Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances or B/A Equivalent Loans shall be made upon ~~the~~ a Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by ~~telephone~~(A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such ~~notice~~ Loan Notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) ~~three~~ [reserved], (3ii) two (2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of ~~Eurodollar~~ Term SOFR Loans, or of any conversion of Term SOFR Loans to Base Rate Loans, (iii) 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 Alternative Currency Loans or any Borrowing of, conversion to or continuation of ~~Base Rate Loans to Eurodollar Rate~~ Bankers’ Acceptances or B/A Equivalent Loans, and (iiiv) on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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 Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of, conversion to or continuation of ~~Eurodollar Rate~~ Term SOFR Loans, Alternative Currency Loans, Bankers’ Acceptances and B/A Equivalent Loans shall be in a principal amount of the Dollar Equivalent of $~~5,000,000~~ 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~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 $~~1,000,000~~ 500,000 or a whole multiple of the Dollar Equivalent of $~~500,000~~ 100,000 in excess thereof. Each ~~Committed~~ Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the ~~Borrower~~ Company is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to ~~the other~~ another Type, or a continuation of ~~Eurodollar~~ Term SOFR Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances or B/A Equivalent 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 ~~Term~~ Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect ~~thereto and~~ thereto, (vi) ~~wire instructions~~ the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~borrowed, and (vii) the applicable Borrower. If a Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans CHAR1\1982698v3 so requested shall be made in Dollars. If a Borrower fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the~~ Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, 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 (x) Canadian Dollars, such Loans shall be continued as (or converted into) Canadian Prime Rate Loans or (y) an Alternative Currency (other than Canadian Dollars), then to the ~~same Type~~ extent such Loans denominated in such currency will bear interest at an Alternative Currency Term Rate, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~one (1) month. Any ~~such~~ automatic ~~continuation of Eurodollar~~ 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~~ Term SOFR Loans, Bankers’ Acceptances or B/A Equivalent Loans. If ~~the~~ a Borrower requests a Borrowing of, conversion to, or continuation of ~~Eurodollar~~ Term SOFR Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances or B/A Equivalent 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. Except as provided in Section 2.13(a), 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 ~~Committed~~ Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its ~~Pro Rata Share or other applicable share provided for under this Agreement~~ Applicable Percentage 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or Canadian Prime Rate Loans or continuation of ~~Loans~~ Alternative Currency Term Rate Loans, in each case as described in ~~Section 2.02(a)~~the preceding subsection. In the case of ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, ~~New York time,~~ in each case on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), 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, as directed by such Xxxxxxxx, (i) crediting the ~~account(s)~~ account of ~~the~~ such Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by such Borrower; provided, however, that if, on the date the Loan Notice with respect to such Borrowing 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 the applicable Borrower as provided above. (c) Except as otherwise provided herein, a ~~Eurodollar~~ Term SOFR Loan, an Alternative Currency Term Rate Loan, a Bankers’ Acceptance and a B/A Equivalent Loan may be continued or converted only on the last day of an Interest Period for such ~~Eurodollar~~ Term SOFR Loan, Alternative Currency Term Rate Loan, ~~unless~~ Bankers’ Acceptance or B/A Equivalent Loan. During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as ~~Eurodollar~~ Term SOFR Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances or B/A Equivalent Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Alternative Currency Term Rate 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~~ Term SOFR Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances or B/A Equivalent 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change.CHAR1\1982698v3 (e) After giving effect to all ~~Term~~ Borrowings, all conversions of Revolving Loans and Term Loans from one Type to ~~the other~~another Type, and all continuations of Revolving Loans and Term Loans as the same Type, there shall not be more than ~~five (5)~~ ten Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (f) ~~The failure of~~ Notwithstanding anything to the contrary in this Agreement, any Lender ~~to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender~~ may exchange, continue or rollover all or a portion of its ~~obligation~~Loans in connection with any refinancing, ~~if any~~extension, ~~hereunder~~ loan modification or similar transaction permitted by the terms of this Agreement, pursuant to ~~make its Loan on~~ a cashless settlement mechanism approved by the ~~date of~~ Company, the Administrative Agent, and 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~~Lender. (g) ~~Unless the Administrative Agent shall have received notice from a Lender prior~~ With respect 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 time, on the date of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share of such BorrowingAlternative Currency Daily Rate, the Administrative Agent ~~may assume that such Lender has made such Pro Rata Share available~~ will have the right to make Alternative Currency Conforming Changes from time to time in consultation with the Borrowers and, notwithstanding anything to the ~~Administrative Agent on the date~~ contrary herein or in any other Loan Document, any amendments implementing such Alternative Currency Conforming Changes will become effective without any further action or consent of ~~such Borrowing in accordance with paragraph (b) above~~any other party to this Agreement or any other Loan Document; provided that, 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 (i) in the case of the 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 any ~~amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower and~~ such ~~Lender shall pay such interest to the Administrative Agent for the same or an overlapping period~~amendment so effected, the Administrative Agent shall post each such amendment implementing such Alternative Currency Conforming Changes to the Company and the Lenders reasonably promptly ~~remit~~ after such amendment becomes effective. (h) With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Term SOFR Conforming Changes from time to time in consultation with the Borrowers and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Term SOFR 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 Term SOFR Conforming Changes to the Borrower and the ~~amount of~~ Lenders reasonably promptly after such 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 Agentamendment becomes effective.

Appears in 1 contract

Samples: Credit Agreement (Celestica Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar~~ LIBO Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00~~ 2:00 p.m.~~, New York time,~~ (i) three ~~(3)~~ Business Days prior to the requested date of ~~any~~ the Borrowing of, conversion to or continuation of ~~Eurodollar~~ LIBO Rate Loans or of any conversion of LIBO Rate Loans to Base Rate Loans ~~to Eurodollar Rate Loans,~~ and (ii) ~~on the requested date of any Borrowing of Base Rate Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than~~ one ~~(1)~~ Business Day prior to the ~~Closing Date in the case~~ requested date of the ~~Initial~~ Borrowing of Base Rate Loans (except that the notice of the Borrowing of Term ~~Loans~~B Loans on the Amendment No. 12 Effective Date may be provided on such shorter notice as may be agreed by the Administrative Agent). 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/Continuation Notice, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ The Borrowing of, conversion to or continuation of ~~Eurodollar~~ LIBO Rate Loans (other than Term B Loans on the Amendment No. 12 Effective Date) shall be in a principal amount of $2.0 million or a whole multiple of $1.0 million in excess thereof. The Borrowing of or conversion to Base Rate (other than Term B Loans on the Amendment No. 12 Effective Date) Loans shall be in a principal amount of $~~5,000,000~~ 500,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) the requested date of the Borrowing (which shall be a Business Day), (ii) the principal amount of Loans to be borrowed, (iii) the Class of Loans to which such notice relates, (iv) the Type of Loans to be borrowed, and (v) if applicable, the duration of the Interest Period with respect thereto. Each Conversion/Notice (whether telephonic or written) shall specify the Class of Loans to which such notice relates and (i) whether the Borrower is requesting a ~~Term Borrowing, a~~ conversion of ~~Term~~ Committed Loans from one Type to the ~~other~~ other, or a continuation of ~~Eurodollar~~ LIBO Rate Loans, (ii) the requested date of the ~~Borrowing,~~ conversion or ~~continuation, as the case may be~~ continuation (which shall be a Business Day), (iii) the principal amount of Loans to be ~~borrowed,~~ converted or continued, (iv) if applicable, the ~~Class and~~ Type of Loans to ~~be borrowed or to~~ which existing ~~Term~~ Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice ~~requesting~~ of a conversion or ~~continuation~~continuation in a Conversion/Notice, then the ~~applicable~~ Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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~~ LIBO Rate Loans. If the Borrower requests a Borrowing ~~of, conversion to, or continuation~~ of ~~Eurodollar~~ LIBO Rate Loans in any such Committed Loan Notice or a conversion to or continuation of LIBO Rate Loans in a Conversion/Continuation Notice, but fails to specify an Interest Period, it the Borrower will be deemed to have specified an Interest Period of one month. For the avoidance of doubt, the notice of Borrowing of the Term B Loans on the Amendment No. 12 Effective Date is only required with respect to the Term B Loans of the Additional Term B Lender (~~1) month~~it being understood that such notice of Borrowing shall specify the conversion of Initial Loans of Amendment No. 12 Consenting Lenders pursuant to Section 2.01(a)). (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ~~Pro Rata Share or other applicable~~ share ~~provided for under this Agreement~~ of such Loan (based on the respective Commitments of the Lenders of the applicable ~~Class of Loans~~Class) with respect to the Loans referred to in such Committed Loan Notice, and if no timely notice of a conversion or continuation in a Conversion/Continuation Notice is provided by the Borrower, the Administrative Agent shall notify each such Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). ~~In the case of each Borrowing, each Appropriate~~ Each applicable Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 4.01 ~~for~~ (or, if such Borrowing is an Incremental Term Borrowing, the ~~Borrowing on~~ conditions set forth in the ~~Closing Date~~applicable Additional Credit Extension Amendment and Section 2.12), the Administrative Agent shall use reasonable efforts to make all funds so received available to the Borrower in like funds ~~as received~~ by no later than 4:00 p.m. on the day of receipt by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ JPMCB with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower. (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 Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as ~~Eurodollar~~ LIBO Rate ~~Loans~~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~~ LIBO 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~JPMorgan’s 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 ~~five~~ ten (510) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 Agentall Loans.

Appears in 1 contract

Samples: Credit Agreement (Container Store Group, Inc.)

Appears in 1 contract

Samples: Credit Agreement (Nexeo Solutions, Inc.)

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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly, but in no event later than the applicable deadlines set forth below, by delivery to the Administrative Agent of a Loan Notice. Each such ~~notice~~ Loan Notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ (i) 11:00 a.m. three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on 3:00 p.m. the Business Day prior to the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, 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. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 2,500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each ~~Committed~~ Loan Notice ~~(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~~ 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 ~~Class and~~ 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) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan. (bl) ~~Following receipt~~ The Credit Agreement is hereby amended by deleting the word “telephonic” from the fourth sentence of ~~a Committed Loan Notice~~Section 2.04(b), deleting the ~~Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share or other applicable share provided for under this Agreement of the applicable Class of Loans~~third sentence thereto, and ~~if no timely notice of a conversion or continuation is provided by~~ replacing the ~~Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation of Eurodollar Rate Loans or continuation of Loans described~~ first sentence in ~~Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of~~ its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.01 for the Borrowing on the Closing Date, 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(s) of the Borrower on the books of the Administrative Agent entirety with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided by the Borrower to (and reasonably acceptable to) the Administrative Agent. (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, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans may be converted to or continued as Eurodollar 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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.following:

Appears in 1 contract

Samples: Credit Agreement (Helix Energy Solutions Group Inc)

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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent (i) not later than ~~12:00 p.m., New York time, (i)~~ 11:00 a.m. three (3) Business Days prior to the requested date of any Borrowing or of Eurodollar Rate Loans, continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, ~~and~~ (ii) not later than 11:00 a.m. on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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. Except as provided in ~~Sections 2.12, 2.13~~ Section 2.03(c)(i) and ~~2.14~~Section 2.04(c)(i), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 250,000 or a whole multiple of $~~500,000~~ 50,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Tranche A Revolving Credit Borrowing, a Tranche B Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the ~~other~~ 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 ~~Class and~~ 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) ~~wire instructions~~ the account of the ~~account(s) to which funds are~~ Borrower to be ~~disbursed~~credited with the proceeds of such Borrowing. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Lender of the amount of its Pro Rata Share or other applicable share provided for under this Agreement 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 continuation of Eurodollar Rate Loans or continuation of Loans described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.01 for the Borrowing on the Closing Date, 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(s) 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 by the Borrower to (and reasonably acceptable to) the Administrative Agent. (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, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans may be converted to or continued as Eurodollar 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Credit Agreement (ClubCorp Club Operations, Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such ~~notice~~ Loan Notice must be received by the Administrative Agent not later than ~~12:00~~ 1:00 p.m.~~, New York time,~~ (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of 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 ~~Eurodollar~~ Eurocurrency Rate Loans ~~or any conversion of Base Rate Loans to Eurodollar Rate Loans~~denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, 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. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each ~~Committed~~ Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 ~~Term~~ Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) ~~wire instructions~~ the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~borrowed. If the 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 Borrower fails to specify a Type of a Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, 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 ~~the same Type~~ Eurocurrency Rate Loans in their original currency with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~one month. Any such automatic ~~continuation of Eurodollar~~ 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. 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 ~~Pro Rata Share or other applicable share provided for under this Agreement~~ 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 Lender of the details of any automatic ~~continuation of Eurodollar~~ 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 ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, ~~New York time,~~ in each case on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 5.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~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(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the 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 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as ~~Eurodollar~~ Eurocurrency Rate ~~Loans~~Loans (whether denominated 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 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. ~~The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.~~ At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 ~~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 ~~five (5)~~ ten Interest Periods in effect ~~unless otherwise agreed between~~ with respect to the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans~~, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established~~. (f) ~~The failure of~~ Notwithstanding anything to the contrary in this Agreement, any Lender ~~to make~~ may exchange, continue or rollover all of the ~~Loan to be made by it as part of any Borrowing shall not relieve any other Lender~~ portion of its ~~obligation~~Loans in connection with any refinancing, ~~if any~~extension, ~~hereunder~~ loan modification or similar transaction permitted by the terms of this Agreement, pursuant to ~~make its Loan on~~ a cashless settlement mechanism approved by the ~~date of such Borrowing~~Borrower, 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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Credit Agreement (Lamb Weston Holdings, Inc.)

Borrowings, Conversions and Continuations of Loans. ~~(a)~~ Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to ~~the other~~another, and each continuation of ~~Eurodollar~~ Eurocurrency Rate ~~Loans~~ Loans, shall be made upon ~~the Borrower’s~~ irrevocable notice by the Borrower to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable), which may be given by telephoneAgent. Each such notice must be in writing and must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ (i) 1:00 p.m. (New York City time) three ~~(3)~~ Business Days prior to the requested date of any Borrowing ~~or continuation of Eurodollar Rate Loans or any~~ of, conversion of Base Rate Loans to, or continuation of, Eurocurrency Rate Loans (or in the case of any such Borrowing to ~~Eurodollar Rate Loans~~be made on the Closing Date, one Business Day prior to the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred~~ Loans or of any conversion of Eurocurrency Rate Loans to ~~in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ Base Rate Loans. Each ~~telephonic~~ notice ~~by the Borrower~~ pursuant to this Section 2.02(a) ~~must~~ shall be ~~confirmed promptly by delivery~~ delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the ~~Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Borrower.‌ Each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be (i) in a principal amount of $~~5,000,000~~ 250,000 or (ii) a whole multiple of $~~1,000,000~~ 100,000 in excess thereof. Except as provided in ~~Sections 2.12, 2.13 and 2.14~~Section 2.03(d), each Borrowing of of, or conversion to to, Base Rate Loans shall be (i) in a principal amount of $~~1,000,000~~ 250,000 or (ii) a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ a Tranche of Loans from one Type to ~~the other~~ another, 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 ~~Term~~ Tranche of Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s)~~ thereto. If, with respect to ~~which funds are to be disbursed. If~~ any Eurocurrency Rate Loans, the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Loans shall be made as, or ~~continued as the same Type~~ converted to, Eurocurrency Rate Loans with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~1 month. Any such automatic conversion or continuation ~~of Eurodollar Rate Loans~~ pursuant to 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~~ 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 Pro Rata Share or other applicable share provided for under this Agreement 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 continuation of Eurodollar Rate Loans or continuation of Loans described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.01 for the Borrowing on the Closing Date, 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(s) 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 by the Borrower to (and reasonably acceptable to) the Administrative Agent. (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, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans may be converted to or continued as Eurodollar 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Second Lien Credit Agreement

Appears in 1 contract

Samples: Credit Agreement (School Specialty Inc)

Appears in 1 contract

Samples: Credit Agreement (Questar Market Resources Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by ~~telephone~~(A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 10:00 a.m. (i) ~~three (3)~~ two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of 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 ~~Eurodollar~~ Eurocurrency Rate Loans ~~or any conversion of Base Rate Loans to Eurodollar Rate Loans,~~ denominated in Alternative Currencies and (iiiii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, 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. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each ~~Committed~~ Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether ~~the~~ such Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 ~~Term~~ Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect ~~thereto~~ thereto, and (vi) ~~wire instructions~~ the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~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 ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the~~ Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, 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 ~~the same Type~~ Eurocurrency Rate Loans in their original currency with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~one month. Any ~~such~~ automatic ~~continuation of Eurodollar~~ 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 ~~(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 ~~Committed~~ Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share ~~or other applicable share provided for under this Agreement~~ 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 ~~continuation of Eurodollar~~ 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 ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, ~~New York time,~~ in each case on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 5.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 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(s)~~ account of ~~the~~ such Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as ~~Eurodollar~~ Eurocurrency Rate ~~Loans~~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 Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.~~ At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the ~~Borrower~~ Borrowers and the Lenders of any change in ~~the Administrative Agent~~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 ~~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 ~~five (5)~~ 12 Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount Revolving Loans (no more than 4 of such ~~interest paid by the Borrower~~ Interest Periods may be 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 Agent7 days).

Appears in 1 contract

Samples: Credit Agreement (Brady Corp)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term Borrowing~~borrowing of Loans, 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 irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 9:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any ~~Borrowing~~ borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans; provided that such notice may be received by the Administrative Agent one Business Day prior to a borrowing on the Closing Date, and (ii) on the requested date of any ~~Borrowing~~ borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in~~ . In the case of a borrowing of Loans, the ~~Initial Term Loans~~Borrower may request a maximum of two (2) borrowings subject to the terms and conditions set forth herein. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written ~~Committed~~ Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of~~Each borrowing, 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. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.~~ Each ~~Committed~~ Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a ~~Term Borrowing~~borrowing of Loans, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the ~~Borrowing~~borrowing (which date shall be either (x) the Closing Date or (y) a date subsequent to the Closing Date on or about which a payment with respect to the Company Bonds is required to be made), conversion or continuation, as the case may be (~~which~~ which, in each case, 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 ~~Term~~ Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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~~ 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 Lender of the amount of its Pro Rata Share ~~or other applicable share provided for under this Agreement~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each Borrowing~~a borrowing of Loans, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ than 11:00 a.m. on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in ~~Section 4.01 for the Borrowing on the Closing Date~~ARTICLE IV, 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(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 ~~Term Borrowings~~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 ~~five (5)~~ ten Interest Periods in effect ~~unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of~~ at any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedtime. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Senior Bridge Term Loan Agreement (McKesson 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 Rate Loans shall be made upon the Borrower’s irrevocable notice in writing to the applicable Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable), which may be given by telephoneAgent. Each such notice must be received by the applicable Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) three (3) Business Days (or in the case of the Term Loans to be made on the Closing Date, such shorter period of time as may be acceptable to the applicable Administrative Agent) prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in ~~Sections 2.12, 2.13 and 2.14~~Section 2.14(a), each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a minimum principal amount of $~~5,000,000~~ 5 million, or a whole multiple of $~~1,000,000~~ 1 million, in excess thereof. Except as provided in ~~Sections 2.12~~Section 2.03(c), ~~2.13 and 2.14~~2.04(c), 2.14(a) or the last sentence of this paragraph, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $~~1,000,000~~ 1 million or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (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~~ 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 ~~Class and~~ 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) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Lender of the amount of its Pro Rata Share or other applicable share provided for under this Agreement 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 continuation of Eurodollar Rate Loans or continuation of Loans described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.01 for the Borrowing on the Closing Date, 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(s) 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 by the Borrower to (and reasonably acceptable to) the Administrative Agent. (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, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans may be converted to or continued as Eurodollar 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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.applicable

Appears in 1 contract

Samples: Credit Agreement (Halyard Health, Inc.)

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 's irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 ~~p.m., New York time,~~ noon (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of "Interest Period", the applicable notice ~~referred to in subclause (i) above may~~ must be ~~delivered no~~ received by the Administrative Agent not later than ~~one (1)~~ 12:00 noon four Business ~~Day~~ Days prior to the ~~Closing Date in~~ requested date of such Borrowing, conversion or continuation, whereupon the ~~case of the Initial Term Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a~~Administrative Agent shall (a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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~~ 500,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower 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~~ 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 ~~Class and~~ 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) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Lender of the amount of its ~~Pro Rata Share or other applicable share provided for under this Agreement~~ Applicable Percentage of the applicable ~~Class of~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ 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 ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s 's Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of Bank of America or such other deposit account with a commercial bank in the United States as may be designated in writing to the Administrative Agent by the Borrower with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided, however, that if, on the date the Committed 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent’s~~ 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 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 ~~five (5)~~ ten Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (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~~ Anything in this Section 2.02 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 time, on the date of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share of such Borrowingcontrary notwithstanding, the ~~Administrative Agent~~ Borrower 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 Borrower until the date such amount is repaid to the Administrative Agent at select (i) in Eurodollar Rate for the ~~case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing~~ initial Credit Extension hereunder and (ii) Interest Periods for Eurodollar Rate Loans that have a duration of more than one month during the period from the date hereof to 10 Business Days hereafter (or such earlier date as shall be specified in ~~the case of such Lender, the Overnight Rate plus any administrative, processing, or similar fees customarily charged~~ its sole discretion by the Administrative Agent in ~~accordance with the foregoing. A certificate of the Administrative Agent submitted~~ a written notice to ~~any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If~~ the Borrower 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 Borrower the amount of such 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 AgentLenders).

Appears in 1 contract

Samples: Credit Agreement (Ames True Temper, Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Committed Borrowing, each conversion of ~~Term~~ Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Committed Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 10:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate ~~Loans to Eurodollar Rate~~ Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ Committed Loans. Each telephonic notice by the Borrower pursuant to this Section ~~2.02(a~~2.02 (a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.04(c) and ~~2.14~~2.05(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a ~~Term~~ Committed Borrowing, a conversion of ~~Term~~ Committed Loans from one Type to the ~~other~~ other, or a continuation of Eurodollar Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the ~~Class and~~ Type of Committed Loans to be borrowed or to which existing ~~Term~~ Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Committed Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Committed Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one ~~(1)~~ month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable ~~Class of~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in ~~Section 2.02(a)~~the preceding subsection. In the case of ~~each~~ a Committed Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Committed Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing 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 herein, a Eurodollar Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Committed Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~Committed 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 Committed 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 ~~Term~~ Committed Borrowings, all conversions of ~~Term~~ Committed Loans from one Type to the other, and all continuations of ~~Term~~ Committed Loans as the same Type, there shall not be more than ~~five (5)~~ six Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentCommitted Loans.

Appears in 1 contract

Samples: Credit Agreement (ONE Gas, Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such ~~notice~~ Loan Notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 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 ~~Base~~ Eurocurrency Rate Loans denominated in Dollars to ~~Eurodollar~~ 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~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, 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. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each ~~Committed~~ Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 ~~Term~~ Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect ~~thereto~~ thereto, and (vi) ~~wire instructions~~ if applicable, the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~borrowed. If the Borrower fails to specify a Type of a Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, 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 ~~the same Type~~ Eurocurrency Rate Loans in their original currency with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~one month. Any ~~such~~ automatic ~~continuation of Eurodollar~~ 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. 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 ~~Committed~~ Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its ~~Pro Rata Share or other applicable share provided for under this Agreement~~ 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 Lender of the details of any automatic ~~continuation of Eurodollar~~ 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 ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~not later than the Applicable Local Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, ~~New York time,~~ in each case on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 5.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~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(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ JPMorgan with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be converted to or continued as ~~Eurodollar~~ Eurocurrency Rate ~~Loans~~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. ~~The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.~~ At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the ~~Administrative Agent’s prime rate used in determining the Base~~ Prime 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 ~~five (5)~~ ten Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 ~~any amounts owing under this Section 2.02(g) shall be conclusive in~~ the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentLoans.

Appears in 1 contract

Samples: Credit Agreement (Cadence Design Systems Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:30 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 ~~or any conversion of Base Rate Loans to Eurodollar Rate Loans~~denominated in Dollars, ~~and~~ (ii) four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Available Foreign Currencies (other than 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~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term Loans~~. Each telephonic notice by the ~~Borrower~~ Borrowers pursuant to this Section ~~2.02(a)~~ 2.02 must be confirmed promptly by delivery to the Administrative Agent of a written ~~Committed~~ Loan Notice, appropriately completed and signed by a Responsible Officer or duly authorized signatory of the applicable Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be in a principal amount of $~~5,000,000~~ 5 million or a whole multiple of $~~1,000,000~~ 1 million in excess thereof. Except as provided in Sections ~~2.12~~2.08(c), ~~2.13~~ 2.09(b) and ~~2.14~~2.10(b) of the Bank Credit Agreement, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each ~~Committed~~ Loan Notice (whether telephonic or written) shall specify (iA) whether ~~the~~ such Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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), (~~iii~~C) the principal amount of Loans to be borrowed, converted or continued, (ivD) the ~~Class and~~ Type of Loans to be borrowed or to which existing ~~Term~~ Loans are to be converted, and (vE) if applicable, the requested duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If ~~the~~ such Borrower fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the~~ Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 ~~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 ~~Pro Rata Share or other applicable share provided for under this Agreement~~ Commitment Percentage of the applicable ~~Class of~~ Loans, and if * Confidential treatment has been requested as to the omitted portions of this document in accordance with the applicable rules of the Securities and Exchange Commission. no timely notice of a conversion or continuation is provided by the ~~Borrower~~Borrowers, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in ~~Section 2.02(a)~~the preceding subsection. In the case of ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 5.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 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(s)~~ account of ~~the~~ such Borrower or Borrowers 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 ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by such Borrower or Borrowers. (c) Except as otherwise provided herein, without the consent of the Required Lenders, (i) 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~~Loan and (ii) any conversion into, ~~unless~~ or continuation as, a Eurocurrency Rate Loan may be made only if the ~~Borrower pays~~ conditions to Credit Extensions in Section 5.02 have been satisfied. During the ~~amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an a Default or Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ (i) no ~~Loans~~ Loan may be requested as, converted to or continued as ~~Eurodollar~~ a Eurocurrency Rate ~~Loans~~Loan and (ii) at the request of the Required Lenders, any outstanding Eurocurrency Rate Loan 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 FMCAG and FMCH) 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 ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify ~~the Borrower~~ FMCH and the Lenders of any change in ~~the Administrative Agent~~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 ~~Term~~ Borrowings, all conversions of ~~Term~~ Loans from one Type to the other, and all continuations of ~~Term~~ Loans as the same Type, (i) there shall not be more than twenty Interest Periods in effect with respect to the Tranche A Term Loan, (ii) there shall not be more than five ~~(5)~~ Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 ~~any amounts owing under this Section 2.02(g~~the Tranche B Term Loan, and (iii) there shall not be ~~conclusive~~ more than five Interest Periods in ~~the absence of manifest error. If the Borrower and such Lender shall pay such interest~~ effect with respect to the ~~Administrative Agent~~ Tranche C 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 ~~an overlapping period~~different Interest Periods will be considered as separate Interest Periods, even if such Interest Periods end on the Administrative Agent shall promptly remit to the Borrower the amount of such 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 Agentsame date.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Fresenius Medical Care AG & Co. KGaA)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar~~ Term SOFR Loans or an Alternative Currency Term Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such ~~notice~~ Loan Notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ noon (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR 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 ~~Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate~~ Alternative Currency Loans, as applicable, and (iiiii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of, conversion to or continuation of ~~Eurodollar Rate~~ Term SOFR Loans or Alternative Currency Loans, as applicable 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. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each ~~Committed~~ Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ other, or a continuation of ~~Eurodollar~~ Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the ~~Class and~~ 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) ~~wire instructions~~ the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~borrowed. If the Borrower fails to specify a currency in a Loan Notice, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, 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 Alternative Currency Term Rate Loans, such Loans shall be continued as ~~the same Type~~ Alternative Currency Term Rate Loans in their original currency with, if applicable, an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~one month. Any ~~such~~ automatic ~~continuation of Eurodollar~~ 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~~ Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of ~~Eurodollar~~ Term SOFR Loans or Alternative Currency Term Rate Loans in any such ~~Committed~~ Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1month. Except as provided pursuant to Sections 2.10(a) ~~month~~and 3.03, 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 ~~Committed~~ Loan Notice, the Administrative Agent shall promptly notify each Lender in writing of the amount (and currency) of its ~~Pro Rata Share or other applicable share provided for under this Agreement~~ 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 Lender in writing of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation of ~~Loans~~ Alternative Currency Term Rate Loans, in each case as described in ~~Section 2.02(a)~~the preceding subsection. In the case of ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on~~ any Loan denominated in Dollars (or in the ~~Closing Date~~case of Base Rate Loans, ~~10:00 a.m., New York time~~2:00 p.m.), and ~~otherwise 2:00 p.m.~~not later than 1:00 p.m. in the place of payment specified by the Administrative Agent in the case of any Loan in an Alternative Currency, ~~New York time,~~ in each case on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction or waiver of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Borrowing, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower. (c) Except as otherwise provided herein, ~~a Eurodollar~~ Term SOFR Loans and Alternative Currency Term Rate ~~Loan~~ Loans may be continued or converted only on the last day of an Interest Period for such ~~Eurodollar~~ Term SOFR Loan or Alternative Currency Term Rate Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, or converted to or continued as ~~Eurodollar Rate~~ Term SOFR Loans or Alternative Currency Loans, as applicable, without the consent of the Required Lenders. 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 and the Lenders of the interest rate applicable to any Interest Period for ~~Eurodollar~~ Term SOFR Loans or Alternative Currency Term Rate Loans upon determination of such interest rate. ~~The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.~~ At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 ~~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 ~~five (5)~~ eight Interest Periods in effect ~~unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant~~ with respect to ~~an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement~~ Loans~~, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established~~. (f) ~~The failure of~~ With respect to 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., New York time, on the date of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share of such BorrowingRelevant Rate, the Administrative Agent ~~may assume that such Lender has made such Pro Rata Share available~~ will have the right to make Conforming Changes from time to time and, notwithstanding anything to the ~~Administrative Agent on the date~~ contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of ~~such Borrowing in accordance with paragraph (b) above~~any other party to this Agreement or any other Loan Document; provided that, 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 (i) in the case of the 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 any ~~amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower and~~ such ~~Lender shall pay such interest to the Administrative Agent for the same or an overlapping period~~amendment effected, the Administrative Agent shall ~~promptly remit~~ post each such amendment implementing such Conforming Changes to the Borrower and the ~~amount of~~ Lenders reasonably promptly after such 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 Agentamendment becomes effective.

Appears in 1 contract

Samples: Credit Agreement (Avery Dennison Corp)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term Borrowing~~Borrowing (other than a Swingline Borrowing which shall be made in accordance with Section 2.3), each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar Rate~~ LIBOR Loans shall be made upon ~~the~~ Lead Borrower’s irrevocable ~~notice~~ notice, on behalf of all of the Borrowers, to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be ~~received by the Administrative Agent not later than 12:00 p.m., New York time,~~ made in writing (~~i) three (3) Business Days prior to the requested date of any Borrowing~~ or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of telephonic notice, promptly confirmed in writing) substantially in the ~~Initial Term Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent~~ form of a ~~written~~ Committed Loan ~~Notice,~~ Notice appropriately completed and signed by a Responsible Officer of Lead Borrower and received by the ~~Borrower. Except as provided~~ Administrative Agent (i) in ~~Sections 2.12~~the case of an ABR Borrowing, ~~2.13 and 2.14~~not later than 11:00 a.m. on the date of the proposed Borrowing, ~~each~~ or (ii) in the case of any other Borrowing, not later than 11:00 a.m. three Business Days before the date of the proposed Borrowing. (b) Each Borrowing ~~of,~~ or conversion ~~to or continuation~~ of ~~Eurodollar Rate~~ LIBOR Loans shall be in a principal amount of ~~$5,000,000~~ the Borrowing Minimum or a whole multiple of ~~$1,000,000 in excess thereof. Except as provided in Sections 2.12, 2.13 and 2.14, each~~ the Borrowing ~~of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000~~ Multiple in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (iA) whether the ~~Borrower is~~ Borrowers are requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ other, or a continuation of ~~Eurodollar Rate~~ LIBOR Loans, (iiB) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (~~iii~~C) the Class and principal amount of Loans to be borrowed, converted or continued, (ivD) the ~~Class and~~ Type of Loans to be borrowed or to which existing ~~Term~~ Loans are to be converted, (vE) if applicable, the duration of the Interest Period with respect thereto which shall be a period contemplated by the definition of the term “Interest Period”, and (viF) ~~wire instructions~~ the location and number of the ~~account(s)~~ account to which funds are to be disbursed. If the Borrower fails to specify a Type of Loan to be made in a Committed Loan Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made or continued as the same Type of Loan, which ~~if a Eurodollar Rate Loan,~~ shall ~~have a one-month Interest Period~~comply with the requirements of Section 2.2. ~~Any such automatic continuation of Eurodollar Rate Loans shall be effective as of the last day of the Interest Period then~~ Notwithstanding anything in ~~effect with respect~~ this Credit Agreement to the ~~applicable Eurodollar Rate Loans. If the Borrower~~ contrary, if Lead Borrower: (i) requests a Borrowing of, conversion to, or continuation of ~~Eurodollar Rate~~ LIBOR 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; and (1ii) ~~month~~fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, continued as, or converted to, ABR Loans. For avoidance of doubt, the Borrowers 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. Any automatic conversion or continuation as provided above shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Loans. (bc) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its ~~Pro Rata Share or other applicable share provided for under this Agreement~~ Applicable Percentage 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 Appropriate Lender of the details of any automatic ~~continuation of Eurodollar Rate Loans~~ conversion or continuation ~~of Loans~~ described in Section ~~2.02(a~~2.2(b). In the case of 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~~ Agent, by transfer in ~~Same Day Funds at~~ immediately available funds to the account of the Administrative ~~Agent’s Office~~ Agent most recently designated by it for such purpose by notice to the Lenders, not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction or waiver of the applicable conditions set forth in Section ~~4.01 for~~ 4.2 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.1), the Administrative Agent shall promptly make all funds so received available to the ~~Borrower~~ Borrowers in like funds as received by transfer to the ~~Administrative Agent either by (i) crediting~~ account designated in the ~~account(s) of the Borrower on the books of the Administrative Agent with~~ Commitment Loan Notice the amount of such ~~funds~~ funds; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by Lead Borrower, there are Swingline Loans or ~~(ii) wire transfer~~ L/C Borrowings outstanding, then the proceeds of such ~~funds~~Borrowing shall be applied first, to the payment in ~~each case~~ full of any such L/C Borrowings, second, to the payment in ~~accordance with instructions~~ full of any such Swingline Loans, and third, to the Borrowers as provided ~~by the Borrower to (and reasonably acceptable to) the Administrative Agent~~above. (cd) 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 Loan,~~ Loan unless the ~~Borrower pays~~ Borrowers pay the amount due, if any, under Section ~~3.05~~ 3.5 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may ~~require by notice to the Borrower~~ require, upon notice, that (i) no Loans may be requested as, converted to or continued as ~~Eurodollar Rate Loans~~LIBOR Loans and (ii) unless repaid, each LIBOR Loan be converted to an ABR Loan at the end of the Interest Period applicable thereto. (de) The Administrative Agent shall promptly notify ~~the~~ Lead Borrower and the Appropriate Lenders of the interest rate applicable to any Interest Period for ~~Eurodollar Rate~~ LIBOR Loans upon determination of such interest rate. The determination of the ~~Eurodollar~~ Adjusted LIBOR Rate by the Administrative Agent shall be conclusive in the absence of ~~manifest~~ demonstrable error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (ef) ~~After~~ Anything in clauses (a) through (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 five ~~(5)~~ Interest Periods in effect ~~unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment~~ at any time for all Borrowings of ~~any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement~~ LIBOR Loans~~, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established~~. (fg) The failure of any Appropriate Lender to make ~~the~~ any Loan required to be made by it ~~as part of any Borrowing~~ shall not relieve any other Appropriate Lender of its ~~obligation~~obligations hereunder, ~~if any~~provided that the Commitments of the Lenders are several, ~~hereunder to make its Loan on the date of such Borrowing, but~~ and no Lender shall be responsible for ~~the failure of~~ any other ~~Lender~~ Lender’s failure to make Loans as required. All Borrowings made on the ~~Loan to~~ Closing Date must be made by as ABR Borrowings unless Lead Borrower shall have given a Committed Loan Notice requesting a LIBOR Borrowing and provided an indemnity letter in form and substance reasonably satisfactory to the Administrative Agent extending the benefits of Section 3.5 to the Appropriate Lenders in respect of such ~~other Lender on the date of any Borrowing~~Borrowings. (gh) ~~Unless~~ Notwithstanding anything herein to the contrary, following the occurrence of the Permanent Borrowing Base Trigger, the Administrative Agent ~~shall have received~~ (in its capacity as the Swingline Lender) may, in its sole discretion and without any obligation to do so, make Swingline Loans to or on behalf of the Borrowers in Dollars from time to time through the Revolving Maturity Date (i) at the request of Lead Borrower (such Swingline Loan or Swingline Loans being herein referred to individually as an “Overadvance” and collectively, as “Overadvances”) and/or (ii) following notice ~~from a Lender~~ to and consultation with Lead Borrower (or at any time without prior ~~to the date~~ notice or consultation if an Event of ~~any Borrowing~~Default has occurred and is continuing), orif, in the case of this clause (ii), the Administrative Agent, in its Permitted Discretion, deems that such Loans are necessary or desirable (A) to protect all or any ~~Borrowing~~ portion of ~~Base Rate Loans~~the Collateral, ~~prior~~ (B) to ~~1:00 p.m.~~enhance the likelihood, ~~New York time~~or maximize the amount of, on repayment of the ~~date~~ Loans and the other Secured Obligations, or (C) to pay any other amount chargeable to the Borrowers pursuant to this Credit Agreement (such Swingline Loan or Swingline Loans being herein referred to individually as an “Protective Advance” and collectively, as “Protective Advances”), in each case of the foregoing clauses (i) and (ii) regardless of whether the conditions precedent set forth in Section 4.2 may be satisfied with respect to such Borrowing; provided, however, that (w) the aggregate amount of Overadvances and Protective Advances outstanding at any time shall not exceed the lesser of (1) 10% of the Borrowing Base or (2) $15,000,000, (x) unless otherwise consented to by Required Lenders, and notwithstanding anything in Section 2.3 to the contrary, Overadvances and Protective Advances shall not be outstanding for more than 60 consecutive days, (y) unless otherwise consented to by all Lenders, no Overadvances or Protective Advances shall be permitted to the extent that such ~~Lender will~~ Overadvances or Protective Advances would cause the Total Revolving Outstandings to exceed the Revolving Credit Maximum Amount, and (z) the Required Lenders may at any time revoke the Administrative Agent’s authority to make further Overadvances (but not ~~make available~~ Protective Advances) by written notice to the Administrative Agent ~~such Lender’s Pro Rata Share of such Borrowing~~(with a copy to Lead Borrower), which revocation shall become effective prospectively upon 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~~ Agent’s receipt thereof. The Administrative Agent may, in ~~reliance upon such assumption~~its sole discretion, ~~make available~~ require any permitted Overadvance or Protective Advance to ~~the Borrower on such date a corresponding amount. If the Administrative Agent shall have so~~ be 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 (i) in the case of the Borrower, the interest rate applicable at the time to the as Revolving Loans ~~comprising such Borrowing and (ii) in the case of such Lender, the Overnight Rate plus any administrative, processing, or similar fees customarily charged~~ directly by the ~~Administrative Agent~~ Revolving Lenders in accordance with ~~the foregoing~~their respective Applicable Percentages. ~~A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(g)~~ All Overadvances and Protective Advances shall be ~~conclusive~~ repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Credit Agreement for Swingline Loans or Revolving Loans, as the ~~absence~~ case may be, generally. For the avoidance of ~~manifest error. If the Borrower and such~~ doubt, each Revolving Lender shall ~~pay~~ automatically acquire a risk participation in each such ~~interest~~ Overadvance and Protective Advance that is made as a Swingline Loan to the ~~Administrative Agent for~~ same extent as each other Swingline Loan, and the ~~same~~ Swingline Lender shall have the right to refinance any such Overadvance or ~~an overlapping period,~~ Protective Advance (by a Revolving Borrowing or by requiring the ~~Administrative Agent shall promptly remit to the Borrower the amount~~ funding of such 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 risk participations) 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~~accordance with Section 2.3(c).

Appears in 1 contract

Samples: Credit Agreement (Steven Madden, Ltd.)

Appears in 1 contract

Samples: Credit Agreement (Performance Food Group Co)

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing (other than Swing Line Borrowings with respect to which this Section 2.02 shall not apply), 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 Parent Borrower’s irrevocable notice to the Administrative Agent (~~provided that the notice in respect~~ on its own behalf or on behalf of the ~~Initial Term Loans or~~ Co-Borrower in ~~connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on~~ the ~~closing~~ case of Borrowings by the ~~Acquisition or such Permitted Acquisition or other acquisition, as applicable~~Co-Borrower), which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 ~~p.m., New York time,~~ noon (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate ~~Loans,~~ Loans and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate Loans; ~~provided,~~ provided that the notice referred to in subclause (i) above may be delivered no not later than ~~one (1)~~ 9:00 a.m. two Business ~~Day~~ Days prior to the Closing Date in the case of the ~~Initial Term Loans~~initial Credit Extensions. Each telephonic notice by the Parent Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to Base~~ Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Parent Borrower (on its own behalf or, when indicated in the case of a Term Borrowing, on behalf of the Co-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~~ 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 ~~Class and~~ 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) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Parent Borrower fails (on its own behalf or on behalf of the Co-Borrower) to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Parent Borrower requests (on its own behalf or on behalf of the Co-Borrower) 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 Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Parent Borrower (on its own behalf or on behalf of the Co-Borrower), the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for the~~ 4.02 (and, if such Borrowing is on the Closing Date, Section 4.01), the Administrative Agent shall make all funds so received available to the specified Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of ~~the~~ such 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 ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Parent Borrower; provided that if, on the date the Committed Loan Notice with respect to a Borrowing under a Revolving Credit Facility is given by the Parent 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 Parent 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required Facility Lenders may require that no Loans under the applicable Facility ~~may require by notice to the Borrower that no Loans~~ may be converted to or continued as Eurodollar Rate Loans. (d) The Administrative Agent shall promptly notify the Parent 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Parent Borrower and the Lenders of any change in the Administrative Agent’s 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 ~~five~~ twenty (520) Interest Periods in effect unless otherwise agreed between the Parent Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 applicable 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 applicable 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~~ such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the ~~Borrower~~Borrowers, 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If ~~the~~ a Borrower 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~~ such Borrower the amount of such interest paid by ~~the~~ such 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~~ a Borrower shall be without prejudice to any claim ~~the~~ such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Axcan Intermediate Holdings 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, and each continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone; provided that notice of any Eurocurrency Rate Loan denominated in any Foreign Currency must be made in writing. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of ~~the Initial Term Loans. Each telephonic notice by the Borrower pursuant~~ any Borrowing of, conversion to ~~this Section 2.02(a~~or continuation of Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Loans denominated in Dollars, 11:00 a.m. (a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in ~~Sections 2.12, 2.13 and 2.14~~Section 2.03, each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 (or in the case of any Foreign Currency, as set forth on the Administrative Schedule) or a whole multiple of $~~1,000,000~~ 500,000 in excess ~~thereof~~thereof (or in the case of any Foreign Currency, as set forth on the Administrative Schedule). Except as provided in Sections ~~2.12, 2.13~~ 2.04(c) and ~~2.14~~2.05(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower 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~~ 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 Term Loans or Revolving Credit Loans are to be converted, (v) in the case of Revolving Credit Loans, whether such Loan shall constitute a Borrowing under the Dollar Tranche or the Multicurrency Tranche, (vi) in the case of Borrowings under the Multicurrency Tranche, the currency of Loans to be borrowed and (vii) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as~~ converted to, (i) Base Rate Loans in the ~~same Type~~ case of ~~Loan~~any Borrowing denominated in Dollars and (ii) a Eurocurrency Rate Loan with an Interest Period of one month, ~~which if~~ in the case of a ~~Eurodollar Rate Loan, shall have~~ Borrowing denominated in a ~~one-month Interest Period~~Foreign Currency. Any such automatic ~~continuation of Eurodollar Rate Loans~~ conversion 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. If the Borrower requests a Borrowing of Revolving Credit Loans denominated in Dollars in any such Committed Loan Notice, but fails to specify whether such Borrowing shall constitute a Dollar Loan or a Multicurrency Loan, it will be deemed to have specified a Borrowing under the Dollar Tranche. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the applicable ~~Class of~~ Term Loans, Dollar Loans or Multicurrency 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or ~~continuation of~~ Eurocurrency Rate Loans described in ~~Section 2.02(a)~~the preceding subsection. In the case of ~~each~~ 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 ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than,~~ than 1:00 p.m. (or in the case of ~~Borrowing~~ Multicurrency Loans denominated in a Foreign Currency, as set forth on the ~~Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ Administrative Schedule) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ JPMorgan Chase Bank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided, however, that if, on the date the 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 as provided in Section 2.04(c), and second, shall be made available to the Borrower as provided above. (c) The Borrower may elect to convert a Borrowing to a Borrowing of a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Eurocurrency Rate Loan, may elect the Interest Period therefor, all as provided in this Section; provided that (i) a Borrowing denominated in one currency may not be continued as, or converted to, a Borrowing in a different currency, (ii) no Eurocurrency Rate Borrowing denominated in a Foreign Currency may be continued if, after giving effect thereto, (x) the Total Multicurrency Outstandings would exceed the Total Multicurrency Commitment or (y) the sum of the Total Revolving Credit Outstandings plus the aggregate Dollar Equivalent of the principal amount of outstanding Competitive Loans would exceed the aggregate amount of the Revolving Credit Commitments, and (iii) a Eurocurrency Rate Borrowing denominated in a Foreign Currency may not be converted to a Borrowing of a different Type. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the relevant Lenders holding the Loans constituting such Borrowing, and the Loans constituting each such portion shall be considered a separate Borrowing. This Section shall not apply to Competitive Loans or Swing Line Loans, which may not be converted or continued. 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~~, unless the Borrower pays the amount due~~. Notwithstanding any contrary provision hereof, if ~~any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of~~ an Event of ~~Default,~~ Default has occurred and is continuing and the Administrative ~~Agent or~~ Agent, at the request of the Required ~~Facility Lenders under~~ Lenders, so notifies the ~~applicable Facility may require by notice to the Borrower that~~ Borrower, then, so long as such Event of Default is continuing (A) no ~~Loans~~ outstanding Borrowing denominated in Dollars may be converted to or continued as ~~Eurodollar~~ a Eurocurrency Rate ~~Loans~~Borrowing, (B) unless repaid, each Eurocurrency Rate Borrowing denominated in Dollars shall be converted to a Base Rate Borrowing at the end of the Interest Period therefor and (C) no outstanding Eurocurrency Rate Borrowing denominated in a Foreign Currency may have an Interest Period of more than one month’s duration; provided that, notwithstanding the foregoing, nothing herein shall prevent the exercise of the rights and remedies provided for in Section 8.02 upon the occurrence of an Event of Default. (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 Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.~~ At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~JPMorgan Chase Bank’s 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, all continuations of Term Loans as the same Type, all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of ~~Term~~ Revolving Credit Loans as the same Type, there shall not be more than ~~five (5)~~ ten Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 ~~any amounts owing under this Section 2.02(g)~~ the Facilities. There shall be ~~conclusive~~ no more than ten Borrowings of Multicurrency Loans denominated in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 a Foreign Currency outstanding at any ~~claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent~~time.

Appears in 1 contract

Samples: Credit Agreement (Total System Services Inc)

Borrowings, Conversions and Continuations of Loans. ~~(a)~~ Each ~~Term~~ Committed Borrowing, each conversion of ~~Term~~ Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Committed Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent (i) not later than ~~12:00 p.m., New York time, (i)~~ 10:00 a.m. three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate ~~Loans to Eurodollar Rate~~ Committed Loans, and (ii) not later than 1:00 p.m. on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ Committed 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, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.04(c) and ~~2.14~~2.05(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a ~~Term~~ Committed Borrowing, a conversion of ~~Term~~ Committed Loans from one Type to the ~~other~~ other, or a continuation of Eurodollar Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the ~~Class and~~ Type of Committed Loans to be borrowed or to which existing ~~Term~~ Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed. If the Borrower fails to specify a Type of Loan to be made in a Committed Loan Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made or continued as the same Type of Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period. Any such automatic continuation of Eurodollar 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 Lender of the amount of its Pro Rata Share or other applicable share provided for under this Agreement 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 continuation of Eurodollar Rate Loans or continuation of Loans described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.01 for the Borrowing on the Closing Date, 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(s) 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 by the Borrower to (and reasonably acceptable to) the Administrative Agent. (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, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans may be converted to or continued as Eurodollar 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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.16208864_8 29

Appears in 1 contract

Samples: Credit Agreement (Oneok Inc /New/)

Appears in 1 contract

Samples: Credit Agreement (Nacco Industries Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such ~~notice~~ Loan Notice must be received by the Administrative Agent not later than ~~12:00~~ 1:00 p.m.~~, New York time,~~ (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of 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 ~~Eurodollar~~ Eurocurrency Rate Loans ~~or any conversion of Base Rate Loans to Eurodollar Rate Loans~~denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, 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. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each ~~Committed~~ Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 ~~Term~~ Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) ~~wire instructions~~ the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~borrowed. If the 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 Borrower fails to specify a Type of a Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, 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 ~~the same Type~~ Eurocurrency Rate Loans in their original currency with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~one month. Any such automatic ~~continuation of Eurodollar~~ 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. 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 ~~Pro Rata Share or other applicable share provided for under this Agreement~~ 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 Lender of the details of any automatic ~~continuation of Eurodollar~~ 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 ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m. (or, if later, two hours after delivery by the Borrower to the Administrative Agent of the applicable Loan Notice), in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, ~~New York time,~~ in each case on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 5.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~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(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the 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 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as ~~Eurodollar~~ Eurocurrency Rate ~~Loans~~Loans (whether denominated 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 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. ~~The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.~~ At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 ~~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 ~~five (5)~~ ten Interest Periods in effect ~~unless otherwise agreed between~~ with respect to the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans~~, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established~~. (f) ~~The failure of~~ Notwithstanding anything to the contrary in this Agreement, any Lender ~~to make~~ may exchange, continue or rollover all of the ~~Loan to be made by it as part of any Borrowing shall not relieve any other Lender~~ portion of its ~~obligation~~Loans in connection with any refinancing, ~~if any~~extension, ~~hereunder~~ loan modification or similar transaction permitted by the terms of this Agreement, pursuant to ~~make its Loan on~~ a cashless settlement mechanism approved by the ~~date of such Borrowing~~Borrower, 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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Credit Agreement (Lamb Weston Holdings, Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans or CDOR Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by ~~telephone~~“pdf” or similar electronic format, in the form of a Committed Loan Notice or a Conversion/Continuation Notice, as applicable (each, a “Notice”). Each such ~~notice~~ Notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ (i) 11:00 a.m. three ~~(3)~~ Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans or CDOR Rate Loans or of any conversion of ~~Base Rate Loans~~ or conversion to Eurodollar Rate ~~Loans,~~ Loans and (ii) on 11:00 a.m. one Business Day prior to the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of, conversion to or continuation of Eurodollar Rate Loans or Borrowing or continuation of CDOR Rate Loans shall be in a minimum principal amount of $5,000,000 ~~or a~~ and whole ~~multiple~~ multiples of $1,000,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(b), each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each ~~Committed Loan~~ Notice shall specify, as applicable, (~~whether telephonic or written) shall specify (i~~1) 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~~ other, or a continuation of Eurodollar Rate Loans or CDOR Rate Loans, and in each case, the Class of the relevant Loans and Borrowings, (ii2) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (~~iii~~3) the principal amount of Loans to be borrowed, converted or continued, (iv4) the ~~Class and~~ Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v5) if applicable, the duration of the applicable Interest Period with respect thereto and (vi6) ~~wire instructions~~ in the case of Revolving Credit Borrowings or Revolving Credit Loans, the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~borrowed, continued or converted (provided, that if the Borrower shall fail to so specify, the applicable Revolving Credit Borrowing shall be denominated in U.S. Dollars). If With respect to Loans denominated in U.S. Dollars, if the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 or a Borrowing or continuation of CDOR Rate Loans in any such Committed Loan Notice or Conversion/Continuation Notice, as applicable, 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 continuation of Eurodollar Rate Loans (1other than Loans denominated in U.S. Dollars) or CDOR Rate Loans, then the Interest Period applicable to the Loans will be deemed to be 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 or prepaid in the original currency of such Loan and reborrowed in such other currency. Notwithstanding anything to the contrary herein, a Swing Line Loan must be denominated in U.S. Dollars and may not be converted to a Eurodollar Rate Loan or CDOR Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the applicable ~~Class of~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ a Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later ~~than~~than 12:00 p.m., in the case of ~~Borrowing on the Closing Date~~any Eurodollar Rate Loan, ~~10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ CDOR Rate Loan or Base Rate Loan on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for the~~ 4.02 (or, if such Borrowing is to be made on the Closing Date, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent ~~either~~ by ~~(i) crediting the account(s) 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~~ funds in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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 and a CDOR Rate Loan may be continued, in each case, only on the last day of an Interest Period for such Eurodollar Rate Loan or such CDOR Rate Loan, ~~unless~~ as applicable. During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~Loans or CDOR Rate Loans without the consent of the Required Facility Lenders with respect to the relevant Facility. (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 or CDOR 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the ~~Administrative Agent’s prime rate~~ 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 ~~five~~ fifteen (515) Interest Periods in effect ~~unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of~~ at any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedone time. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Credit Agreement (Post Holdings, Inc.)

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~~Company’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, or continuation of of, Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) on the requested borrowing date ~~of any Borrowing~~ of Base Rate ~~Loans; provided, that the notice referred~~ Loans or conversion of any Eurodollar Loan to ~~in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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, appropriately completed and signed by a Responsible Officer of the ~~Borrower~~Company. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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~~ 500,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each ~~Committed~~ Loan Notice (whether telephonic or written) shall specify (i) whether the ~~Borrower~~ Company is requesting a Term Borrowing of a particular Class, a Revolving Credit Borrowing, a conversion of Term Loans of a particular Class or Revolving Credit Loans from one Type to the ~~other~~ 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 ~~Class and~~ Type of Loans to be borrowed or to which existing Term Loans of a particular Class or Revolving Credit Loans are to be converted, (v) the number and location of the account to which funds are to be disbursed and (vi) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the ~~Borrower~~ Company fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 ~~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 Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the ~~Borrower~~Company, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for the Borrowing on the Closing Date~~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(s) 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~~ funds in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Company. (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,~~ Loan unless the ~~Borrower~~ Company pays the amount due, if any, under Section 3.05 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the ~~Administrative Agent or the~~ Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans ~~may~~ be converted to or continued as Eurodollar 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 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the ~~Borrower~~ Company and the Lenders of any change in the ~~Administrative Agent’s prime rate~~ Prime Rate used in determining the Base Rate promptly following the ~~public~~ announcement of such change.. All computations of interest hereunder shall be made in accordance with Section 2.08 and Section 2.10 hereunder (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 ~~five~~ fifteen (515) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (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~~ a Base Rate ~~Loans~~Loan, prior to ~~1:00 p.m., New York time, on~~ the ~~date of such Borrowing,~~ time of) any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ~~Pro Rata Share~~ portion of such Borrowing, the Administrative Agent ~~may~~ may, with the Company’s consent, assume that such Lender has made such ~~Pro Rata Share~~ portion 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~~ Company 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~~ Company 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~~ Company until the date such amount is repaid to the Administrative Agent at (i) in the case of the ~~Borrower~~Company, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the ~~Overnight~~ greater of the Federal Funds Rate ~~plus any administrative, processing, or similar fees customarily charged~~ and a rate determined by the Administrative Agent in accordance with ~~the foregoing~~banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If ~~the Borrower and~~ such ~~Lender shall pay~~ Lender’s portion of such ~~interest~~ Borrowing is not made available to the Administrative Agent ~~for~~ by such Lender within three Business Days after such the ~~same or an overlapping period~~date of such Borrowing, the Administrative Agent shall ~~promptly remit~~ also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the ~~Borrower~~ Company at the ~~amount of such interest paid by~~ rate per annum applicable to Base Rate Loans under the ~~Borrower for such period~~relevant Facility, on demand, from the Company. If such Lender ~~pays its share of the applicable Borrowing~~ shall repay to the Administrative ~~Agent~~Agent such corresponding amount, ~~then the~~ such amount ~~so paid~~ shall constitute such Lender’s Loan ~~included in~~ as part of such ~~Borrowing. Any payment by~~ Borrowing for purposes of this Agreement, and the ~~Borrower shall be without prejudice~~ Company’s obligation to ~~any claim the Borrower may have against a Lender that shall have failed to make such payment to~~ repay the Administrative ~~Agent~~Agent such corresponding amount pursuant to this Section 2.02(g) shall cease.

Appears in 1 contract

Samples: Credit Agreement (DJO Finance LLC)

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Additional Term Facility Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Additional Term Facility 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00~~ 1:00 p.m.~~, New York time,~~ (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans~~; provided~~, ~~that~~ whereupon the Administrative Agent shall give prompt notice ~~referred to in subclause (i) above may be delivered no later than one (1) Business Day prior~~ to the ~~Closing Date in~~ Appropriate Lenders of such request and determine whether the ~~case~~ requested Interest Period (if nine or twelve months) is available to all of the ~~Initial Term Loans~~Appropriate Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, an Additional Term Facility Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans, Additional Term Loans or Revolving Credit Loans from one Type to the ~~other~~ 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 ~~Class and~~ Type of Loans to be borrowed or to which existing Term Loans, Additional 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) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans, Additional Term Facility Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 or if the Borrower requests an Interest Period of nine or twelve months and such Interest Period is not acceptable to all of the Appropriate Lenders, the Borrower will be deemed to have specified an Interest Period of one ~~(1)~~ 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 ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the applicable ~~Class of~~ Term Loans, Additional Term Facility 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ a Term Borrowing, an Additional Term Facility Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise~~ than 2:00 ~~p.m., New York time,~~ p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 ~~for~~ or, if such Borrowing is an Additional Term Facility Borrowing, in the ~~Borrowing on the Closing Date~~amendment or supplement to this Agreement relating to such Additional Term Facility), the Administrative Agent shall make all funds so received available to the Borrower on the same Business Day in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided, however, that if, on the date a Revolving Credit Borrowing is to be made, 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~Loans without the consent of the Required Lenders under the Facility under which such Loans are outstanding. (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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 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 ~~five (5)~~ ten Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans~~the Term Facility. After giving effect to all Additional Term Facility Borrowings, all conversions of Additional Term Loans from one Type to the ~~number~~ other, and all continuations of Additional Term Loans as the same Type, there shall not be more than ten Interest Periods ~~otherwise permitted by this Section 2.02(e)~~ in effect in respect of any Additional 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 ~~increase by three (3)~~ not be more than fifteen Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 effect 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case respect of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentRevolving Credit Facility.

Appears in 1 contract

Samples: Credit Agreement (Universal American Financial Corp)

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to ~~the other~~another, and each continuation of ~~Eurodollar~~ SOFR Loans, Eurocurrency Rate Loans or XXXXX Loans, shall be made upon ~~the Borrower’s~~ irrevocable notice by the Borrower to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable), which may be given by telephoneAgent. Each such notice must be in writing and must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ (i) 1:00 p.m. (New York City time) three ~~(3)~~ Business Days prior to the requested date of any Borrowing ~~or continuation of Eurodollar Rate Loans or any~~ of, conversion of Base Rate Loans to, or continuation of, Eurocurrency Rate Loans (other than a Borrowing on the Closing Date or the Second Amendment Effective Date, which may be made one Business Day prior to ~~Eurodollar~~ the requested date of such Borrowing), (ii) 11:00 a.m. (New York City time) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, SOFR Loans, ~~and~~ (iiiii) 11:00 a.m. (New York City time) on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred~~ Loans or of any conversion of SOFR Loans or Eurocurrency Rate Loans to ~~in subclause~~ Base Rate Loans and (iiv) ~~above may be delivered no later than one~~ 12:00 p.m. (1New York City time) four Business ~~Day~~ Days prior to the ~~Closing Date in the case~~ requested date of ~~the Initial Term Loans~~any Borrowing of XXXXX Xxxxx. Each ~~telephonic~~ notice ~~by the Borrower~~ pursuant to this Section 2.02(a) ~~must~~ shall be ~~confirmed promptly by delivery~~ delivered to the Administrative Agent by electronic communication (including by email) and in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of ~~Eurodollar~~ SOFR Loans, Eurocurrency Rate Loans or XXXXX Loans shall be (i) in a principal amount of $~~5,000,000~~ 1,000,000 (or the equivalent Dollar Amount), or (ii) a whole multiple of $1,000,000 (or the equivalent Dollar Amount) in excess thereof. Except as provided in ~~Sections 2.12, 2.13 and 2.14~~Section 2.03(d), each Borrowing of of, or conversion to to, Base Rate Loans shall be (i) in a principal amount of $1,000,000 (or the equivalent Dollar Amount), or (ii) a whole multiple of $~~500,000~~ 100,000 (or the equivalent Dollar Amount) in excess thereof. Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) the identity of the Borrower requesting a Credit Extension, (ii) whether ~~the~~ such Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to ~~the other~~ another, or a continuation of ~~Eurodollar~~ SOFR Loans or Eurocurrency Rate Loans, (iiiii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (~~iii~~iv) the principal amount of Loans to be borrowed, converted or continued, (ivv) the ~~Class and~~ Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted, (vvi) if applicable, the duration of the Interest Period with respect ~~thereto~~ thereto, and (vivii) ~~wire instructions of~~ the ~~account(s)~~ currency in which the Revolving Credit Loans to ~~which funds~~ be borrowed are to be ~~disbursed~~denominated (which shall be Dollars or an Alternative Currency). If If, with respect to any SOFR Loans or Eurocurrency Rate Loans, the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans, Specified Refinancing Revolving Loans, or Revolving Credit Loans shall be made as, or ~~continued~~ converted to, SOFR Loans or Eurocurrency Rate Loans, as ~~the same Type~~ applicable, with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~one month. Any such automatic conversion or continuation ~~of Eurodollar Rate Loans~~ pursuant to 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~~ SOFR Loans or Eurocurrency Rate Loans, as applicable. If the Borrower requests a Borrowing of, conversion to, or continuation of ~~Eurodollar~~ SOFR Loans or 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. If, with respect to any XXXXX Xxxx, the Borrower does not deliver a Committed Loan Notice prior to the Interest Payment Date therefor requesting a conversion to another type of Loan, then, unless such XXXXX Borrowing is repaid as provided herein, the Borrower shall be deemed to have selected that such XXXXX Borrowing shall automatically be continued as a XXXXX Borrowing in Sterling bearing interest at a rate based upon the applicable Daily Simple XXXXX as of such Interest Payment Date. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable ~~Class~~ Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation of a SOFR Loan or Eurocurrency Rate Loan is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar Rate Loans~~ conversion to or continuation of SOFR Loans or Eurocurrency Rate Loans with an Interest Period of one month as described in Section 2.02(a). In the case of ~~each~~ a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than,~~ than 3:00 p.m. (New York City time) in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~Loans denominated in Dollars, and ~~otherwise 2:00 p.m.~~not later than the applicable time specified by the Administrative Agent in the case of any Revolving Credit Loan denominated in an Alternative Currency, ~~New York time~~in each case, on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (or, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ 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 ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing 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 herein, a ~~Eurodollar~~ SOFR Loan or Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such ~~Eurodollar~~ SOFR Loan or Eurocurrency Rate ~~Loan,~~ Loan unless the Borrower pays the amount ~~due, if any,~~ due under Section ~~3.05~~ 3.06 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, at the election of the Administrative Agent or the Required ~~Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ Lenders, no Loans may be requested as, converted to or continued as ~~Eurodollar~~ SOFR Loans or Eurocurrency Rate ~~Loans~~Loans with an Interest Period in excess of one month. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for ~~Eurodollar~~ SOFR Loans or Eurocurrency Rate Loans upon determination of such interest rate. The Administrative Agent shall promptly upon the amount of any XXXXX Interest Payment becoming determinable notify (i) (such notification to be made no later than three applicable Business Days prior to the due date for such XXXXX Interest Payment) the Borrower of the amount of that XXXXX Interest Payment; (ii) each relevant Lender of the proportion of that XXXXX Interest Payment which relates to that Xxxxxx’s Pro Rata Share of the relevant XXXXX Loan; and (iii) the relevant Lenders and the Borrower of each applicable rate of interest and the amount of interest for each day relating to the determination of that XXXXX Interest Payment (including a breakdown of such rate and amount of interest as between the Applicable Rate and the Daily Simple XXXXX for such date and any other information that the Borrower may reasonably request in relation to the calculation of such rate and amount or the determination of that XXXXX Interest Payment). The determination of the ~~Eurodollar~~ Term SOFR Rate, Eurocurrency Rate or Daily Simple XXXXX by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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~~another, and all continuations of Term Loans as or Revolving Credit Loans of the same Type, there shall not be more than ~~five (5)~~ ten Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower and such Lender shall pay such interest to the Administrative Agent which for the ~~same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount~~ avoidance of doubt does not limit such ~~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~~Xxxxxx’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 Agentobligations under Section 2.17.

Appears in 1 contract

Samples: Credit Agreement (Instructure Holdings, Inc.)

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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 ~~p.m.~~noon (New York, New York time, or London, England time in the case of any Borrowing denominated in Euros) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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~~thereof in the case of Dollar Term Loans (or comparable amounts determined by the Administrative Agent in the case of Euro Term Loans). Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Dollar Term Borrowing, a Euro Term Borrowing, a Revolving Credit Borrowing, a conversion of Dollar Term Loans, Euro Term Loans or Revolving Credit Loans from one Type to the ~~other~~ other, or a continuation of Eurodollar Rate Loans, (ii) in the case of a Term Borrowing, the currency in which the Loans to be borrowed are to be denominated, (iii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (~~iii~~iv) the principal amount of Loans to be borrowed, converted or continued, (ivv) the ~~Class and~~ Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s)~~ thereto. If, with respect to ~~which funds are to be disbursed. If~~ Loans denominated in Dollars, the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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~~Period (or fails to give timely notice requesting a continuation of Eurodollar 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 Pro Rata Share ~~or other applicable share provided for under this Agreement~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~not later than 1:00 p.m. (London time), ~~New York 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ 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 ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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 Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate ~~Loan,~~ Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans may be converted to or continued as Eurodollar 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 ~~five~~ fifteen (515) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (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., New York time, on the date of such Borrowing,~~ that such Lender will not make available to the Administrative Agent such Lender’s ~~Pro Rata Share~~ portion of such Borrowing, the Administrative Agent ~~may~~ may, with the Borrower’s consent, assume that such Lender has made such ~~Pro Rata Share~~ portion 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the ~~Overnight~~ greater of the Federal Funds Rate ~~plus any administrative, processing, or similar fees customarily charged~~ and a rate determined by the Administrative Agent in accordance with ~~the foregoing~~banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If ~~the Borrower and~~ such ~~Lender shall pay~~ Lender’s portion of such ~~interest~~ Borrowing is not made available to the Administrative Agent ~~for~~ by such Lender within three Business Days after such the ~~same or an overlapping period~~date of such Borrowing, the Administrative Agent shall ~~promptly remit~~ also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the Borrower at the ~~amount of such interest paid by~~ rate per annum applicable to Base Rate Loans under the ~~Borrower for such period~~relevant Facility, on demand, from the Borrower. If such Lender ~~pays its share of the applicable Borrowing~~ shall repay to the Administrative ~~Agent~~Agent such corresponding amount, ~~then the~~ such amount ~~so paid~~ shall constitute such Lender’s Loan ~~included in~~ as part of such ~~Borrowing. Any payment by~~ Borrowing for purposes of this Agreement, and the ~~Borrower shall be without prejudice~~ Borrower’s obligation to ~~any claim the Borrower may have against a Lender that shall have failed to make such payment to~~ repay the Administrative ~~Agent~~Agent such corresponding amount pursuant to this Section 2.02(g) shall cease.

Appears in 1 contract

Samples: Credit Agreement (Catalent Pharma Solutions, Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each Term A 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~~ Borrowers’ irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such ~~notice~~ Committed Loan Notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 10:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $~~5,000,000~~ 100,000 or a whole multiple of $~~1,000,000~~ 100,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 100,000 or a whole multiple of $~~500,000~~ 100,000 in excess ~~thereof~~thereof (other than in connection with the initial advances hereunder on the Restatement Date). Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the ~~Borrower is~~ Borrowers are requesting a Term A Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the ~~other~~ 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 ~~Class and~~ 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) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the ~~Borrower fails~~ Borrowers fail to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then~~ Notice or if the ~~applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower fails~~ Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 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. 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 ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the applicable ~~Class of~~ Term A Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the ~~Borrower~~Borrowers, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ 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 ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ than 11:00 a.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), 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(s)~~ account of the ~~Borrower~~ Borrowers on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrowers; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrowers, 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 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 Interest Period for such Eurodollar Rate Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, after the ~~Administrative Agent or~~ election of the Required ~~Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ Lenders, no Loans may be requested as, converted to or continued as Eurodollar 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. ~~The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.~~ At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the ~~Borrower~~ Borrowers and the Lenders of any change in ~~the Administrative Agent~~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 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans~~the Term A Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the ~~number~~ other, and all continuations of ~~Interest Periods otherwise permitted by this Section 2.02(e)~~ Revolving Credit Loans as the same Type, there shall ~~increase by three~~ not be more than five (35) Interest Periods ~~for each applicable Class so established~~in effect in respect of the Revolving Credit Facility. (f) ~~The failure of any Lender~~ Anything in this Section 2.02 to ~~make~~ the ~~Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation~~contrary notwithstanding, ~~if any, hereunder to make its Loan on~~ the ~~date of such Borrowing, but no Lender shall be responsible~~ Borrowers may select the Eurodollar Rate for the ~~failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing~~initial Credit Extension. (g) ~~Unless the Administrative Agent shall have received notice from a Lender prior~~ Notwithstanding anything to the ~~date~~ contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any ~~Borrowing~~refinancing, orextension, in loan modification or similar transaction permitted by the ~~case~~ terms of ~~any Borrowing of Base Rate Loans~~this Agreement, ~~prior~~ pursuant to ~~1:00 p.m., New York time, on~~ a cashless settlement mechanism approved by the ~~date of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share of such Borrowing~~Borrowers, 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 . (h) Any Loan to any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 a Dutch Borrower shall at all times be ~~without prejudice to any claim the Borrower may have against~~ provided by a Lender that ~~shall have failed to make such payment to the Administrative Agent~~is a Non-Public Lender.

Appears in 1 contract

Samples: Credit Agreement (Ichor Holdings, Ltd.)

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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 10:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each ~~Committed~~ Loan Notice (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~~ 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 ~~Class and~~ 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) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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. 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 ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the applicable ~~Class of~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided, however, that if, on the date the 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 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 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 five ~~(5)~~ Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans~~the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the ~~number~~ other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 effect 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case respect of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentRevolving Credit Facility.

Appears in 1 contract

Samples: Credit Agreement (Cnet Networks Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to ~~the other~~another Type, and each continuation of ~~Eurodollar~~ Eurocurrency Rate Loans, Term SOFR Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances or B/A Equivalent Loans shall be made upon ~~the~~ a Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by ~~telephone~~(A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such ~~notice~~ Loan Notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 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 or of any conversion of ~~Base~~ Eurocurrency Rate Loans to ~~Eurodollar~~ Base Rate Loans, (ii) two (2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans, or of any conversion of Term SOFR Loans to Base Rate Loans, (iii) 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 Alternative Currency Loans or any Borrowing of, conversion to or continuation of Bankers’ Acceptances or B/A Equivalent Loans, and (iiiv) on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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 Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans, Term SOFR Loans, Alternative Currency Loans, Bankers’ Acceptances and B/A Equivalent Loans shall be in a principal amount of the Dollar Equivalent of $~~5,000,000~~ 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~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 $~~1,000,000~~ 500,000 or a whole multiple of the Dollar Equivalent of $~~500,000~~ 100,000 in excess thereof. Each ~~Committed~~ Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the ~~Borrower~~ Company is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to ~~the other~~ another Type, or a continuation of ~~Eurodollar~~ Eurocurrency Rate Loans, Term SOFR Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances or B/A Equivalent 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 ~~Term~~ Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect ~~thereto and~~ thereto, (vi) ~~wire instructions~~ the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~borrowed, and (vii) the applicable Borrower. 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 Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the~~ Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, 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 (x) Canadian Dollars, such Loans shall be continued as (or converted into) Canadian Prime Rate Loans or (y) an Alternative Currency (other than Canadian Dollars), then to the ~~same Type~~ extent such Loans denominated in such currency will bear interest at an Alternative Currency Term Rate, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~one (1) month. Any ~~such~~ automatic ~~continuation of Eurodollar~~ 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~~ Eurocurrency Rate Loans, Term SOFR Loans, Bankers’ Acceptances or B/A Equivalent Loans. If ~~the~~ a Borrower requests a Borrowing of, conversion to, or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans, Term SOFR Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances or B/A Equivalent 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. Except as provided in Section 2.13(a), 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 ~~Committed~~ Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its ~~Pro Rata Share or other applicable share provided for under this Agreement~~ Applicable Percentage of the applicable ~~Class of~~ CHAR1\1976173v4 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or Canadian Prime Rate Loans or continuation of ~~Loans~~ Alternative Currency Term Rate Loans, in each case as described in ~~Section 2.02(a)~~the preceding subsection. In the case of ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, ~~New York time,~~ in each case on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), 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, as directed by such Xxxxxxxx, (i) crediting the ~~account(s)~~ account of ~~the~~ such Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by such Borrower; provided, however, that if, on the date the Loan Notice with respect to such Borrowing 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 the applicable Borrower as provided above. (c) Except as otherwise provided herein, a ~~Eurodollar~~ Eurocurrency Rate Loan, a Term SOFR Loan, an Alternative Currency Term Rate Loan, a Bankers’ Acceptance and a B/A Equivalent Loan may be continued or converted only on the last day of an Interest Period for such ~~Eurodollar~~ Eurocurrency Rate Loan, ~~unless~~ Term SOFR Loan, Alternative Currency Term Rate Loan, Bankers’ Acceptance or B/A Equivalent Loan. During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as ~~Eurodollar~~ Eurocurrency Rate Loans, Term SOFR Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances or B/A Equivalent Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Alternative Currency Term Rate 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 Loans, Term SOFR Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances or B/A Equivalent 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 Revolving Loans and Term Loans from one Type to ~~the other~~another Type, and all continuations of Revolving Loans and Term Loans as the same Type, there shall not be more than ~~five (5)~~ ten Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (f) ~~The failure of~~ Notwithstanding anything to the contrary in this Agreement, any Lender ~~to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender~~ may exchange, continue or rollover all or a portion of its ~~obligation~~Loans in connection with any refinancing, ~~if any~~extension, ~~hereunder~~ loan modification or similar transaction permitted by the terms of this Agreement, pursuant to ~~make its Loan on~~ a cashless settlement mechanism approved by the ~~date of~~ Company, the Administrative Agent, and 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~~Lender. (g) ~~Unless the Administrative Agent shall have received notice from a Lender prior~~ With respect 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 time, on the date of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share of such BorrowingAlternative Currency Daily Rate, the Administrative Agent ~~may assume that such Lender has made such Pro Rata Share available~~ will have the right to make Alternative Currency Conforming Changes from time to time in consultation with the Borrowers and, notwithstanding anything to the ~~Administrative Agent on the date~~ contrary herein or in any other Loan Document, any amendments implementing such Alternative Currency Conforming Changes will become effective without any further action or consent of ~~such Borrowing in accordance with paragraph (b) above~~any other party to this Agreement or any other Loan Document; provided that, 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 (i) in the case of the 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 any ~~amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower and~~ such ~~Lender shall pay such interest to the Administrative Agent for the same or an overlapping period~~amendment so effected, the Administrative Agent shall post each such amendment implementing such Alternative Currency Conforming Changes to the Company and the Lenders reasonably promptly ~~remit~~ after such amendment becomes effective. CHAR1\1976173v4 (h) With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Term SOFR Conforming Changes from time to time in consultation with the Borrowers and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Term SOFR 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 Term SOFR Conforming Changes to the Borrower and the ~~amount of~~ Lenders reasonably promptly after such 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 Agentamendment becomes effective.

Appears in 1 contract

Samples: Credit Agreement (Celestica Inc)

Borrowings, Conversions and Continuations of Loans. (a) ~~Each Term~~ The 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 's irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) (x) three ~~(3)~~ Business Days prior to the requested date of ~~any~~ the Borrowing of, conversion to, or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans with a requested Interest Period of one, two, three, or sixth months and (y) five Business Days prior to the requested date of the Borrowing of, conversion to, or continuation of Eurodollar Rate ~~Loans~~Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans with a requested Interest Period of twelve months, and (ii) on the requested date of ~~any~~ the Borrowing of Base Rate Loans; provided, however, that if the ~~notice referred~~ Borrower wishes to request Eurodollar Rate Loans having an Interest Period of twelve months in ~~subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date~~ duration as provided in the ~~case~~ definition of "Interest Period", the ~~Initial Term Loans. Each telephonic~~ applicable notice ~~by the Borrower pursuant to this Section 2.02(a~~must (a) must be confirmed promptly by delivery to the Administrative Agent of a written ~~Committed~~ Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to 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. ~~Except as provided in Sections 2.12~~Each Borrowing of, ~~2.13 and 2.14, each Borrowing of~~ or conversion to to, Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each ~~Committed~~ Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, ~~conversion~~ conversion, or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, ~~converted~~ converted, or continued, (iv) the ~~Class and~~ Type of Loans to be borrowed or to which existing ~~Term~~ Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Lender of the amount of its ~~Pro Rata Share or other applicable share provided for under this Agreement~~ 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 Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in ~~Section 2.02(a)~~the preceding subsection. In the case of ~~each~~ the Borrowing, each ~~Appropriate~~ Lender shall make the amount of its ~~Loan~~ Loans available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s 's Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for the Borrowing on the Closing Date~~4.01, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent promptly (such that, unless otherwise agreed by the Administrative Agent and the Borrower, such funds are disbursed by the later of 3:00 p.m. or one hour after all conditions precedent in Section 4.01 have been satisfied or waived), either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to to, or continued as Eurodollar Rate ~~Loans~~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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent’s~~ 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 ~~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 five ~~(5)~~ Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentLoans.

Appears in 1 contract

Samples: Credit Agreement (Allied World Assurance Holdings LTD)

Borrowings, Conversions and Continuations of Loans. (a) Each Term A-1 Borrowing, each Term A-2 Borrowing, each Term A-3 Borrowing, each Term A-4 Borrowing, each Term B Borrowing, each US Dollar RCF Borrowing, each Multicurrency RCF 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~~ a Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 A.M. (i) on the date that is three ~~(3)~~ Business Days (or in the case of a requested Borrowing on the Closing Date or the Acquisition Funding Date, one Business Day) 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 ~~Base~~ Eurocurrency Rate Loans denominated in Dollars to ~~Eurodollar~~ Base Rate Loans, ~~and~~ (ii) four Business Days (or in the case of a requested Borrowing on the Closing Date or the Acquisition Funding Date, one Business Day) prior to the requested date of any Multicurrency RCF Borrowing, Term A-3 Borrowing, Term A-4 Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) one Business Day prior to the date of the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of ~~the~~ a Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to Base Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of Loans denominated in Dollars), €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). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether ~~the~~ a Borrower is requesting a Term A-1 Borrowing, a Term A-2 Borrowing, a Term A-3 Borrowing, a Term A-4 Borrowing, a Term B Borrowing, a Multicurrency RCF Borrowing, a US Dollar RCF Borrowing, a conversion of Term Loans or a conversion of Revolving Credit Loans from one Type to the ~~other~~ 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 Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect ~~thereto~~ thereto, and (vi) ~~wire instructions~~ the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~borrowed. If the Borrowers fail to specify a currency in a Committed Loan Notice requesting a Multicurrency RCF Borrowing, then the Multicurrency RCF Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the~~ Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term 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 ~~the same Type~~ Eurocurrency Rate Loans in their original currency with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~one month. Any such automatic ~~continuation of Eurodollar~~ 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 ~~(1)~~ 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 may not be converted to a Eurocurrency Rate Loan. Notwithstanding anything to the contrary above, no notice to the Administrative Agent shall be required in connection with the incurrence of the Replacement Term A-1 Loans, Replacement Term A-2 Loans or Replacement Term B Loans on the Second Amendment Effective Date. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its ~~Pro Rata Share or other~~ Applicable Percentage under Commitments under the applicable ~~share provided for under this Agreement~~ Facility of the applicable ~~Class of~~ Term A-1 Loans, Term A-2 Loans, Term A-3 Loans, Term A-4 Loans, Term B Loans, Multicurrency RCF Loans or US Dollar RCF 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in the preceding Section 2.02(a). In the case of ~~each~~ a Term A-1 Borrowing, Term A-2 Borrowing, Term A-3 Borrowing, Term A-4 Borrowing, Term B Borrowing, Multicurrency RCF Borrowing or US Dollar RCF Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 P.M., in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in Alternative Currencies, ~~New York time,~~ 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 or Section 4.04, as applicable, (and, if such Borrowing is the initial Credit Extension, Sections 4.01 ~~for~~ and 4.02(a) and, if such Borrowing is the ~~Borrowing~~ Credit Extension on the ~~Closing~~ Acquisition Funding Date, Section 4.01 and 4.02(b)), 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(s)~~ account of the applicable Borrower on the books of ~~the Administrative Agent~~ Deutsche Bank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the applicable Borrower; provided, however, that (i) if, on the date a Committed Loan Notice with respect to a Multicurrency RCF Borrowing is given by the applicable Borrower, there are L/C Borrowings outstanding under the Multicurrency Revolving Credit Facility, then the proceeds of such Multicurrency RCF Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings under such Multicurrency Revolving Credit Facility, and second, shall be made available to the applicable Borrower as provided above and (ii) if, on the date a Committed Loan Notice with respect to a US Dollar RCF Borrowing is given by the applicable Borrower, there are L/C Borrowings outstanding under the US Dollar Revolving Credit Facility, then the proceeds of such US Dollar RCF Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings under such US Dollar Revolving Credit Facility, 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as ~~Eurodollar~~ Eurocurrency Rate ~~Loans~~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~~ 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 Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.~~ At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the US Borrower and the Lenders of any change in ~~the Administrative Agent~~Deutsche Bank’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Term A-1 Borrowings, all conversions of Term A-1 Loans from one Type to the other, and all continuations of Term A-1 Loans as the same Type, there shall not be more than five ~~(5)~~ Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans~~the Term A-1 Facility. After giving effect to all Term A-2 Borrowings, all conversions of Term A-2 Loans from one Type to the ~~number~~ other, and all continuations of Term A-2 Loans as the same Type, there shall not be more than five Interest Periods ~~otherwise permitted by this Section 2.02(e)~~ in effect in respect of the Term A-2 Facility. After giving effect to all Term A-3 Borrowings, all conversions of Term A-3 Loans from one Type to the other, and all continuations of Term A-3 Loans as the same Type, there shall ~~increase by three (3)~~ not be more than five Interest Periods ~~for each applicable Class so established. (f) The failure~~ in effect in respect of ~~any Lender~~ the Term A-3 Facility. After giving effect to ~~make~~ all Term A-4 Borrowings, all conversions of Term A-4 Loans from one Type to the ~~Loan to be made by it~~ other, and all continuations of Term A-4 Loans as ~~part of any Borrowing~~ the same Type, there shall not ~~relieve any other Lender~~ be more than five Interest Periods in effect in respect of ~~its obligation~~the Term A-4 Facility. After giving effect to all Term B Borrowings, ~~if any, hereunder to make its Loan on the date~~ all conversions 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 Term B Loans from ~~a Lender prior~~ one Type to the ~~date~~ other, and all continuations of ~~any Borrowing~~Term B Loans as the same Type, orthere shall not be more than five Interest Periods in effect in respect of the Term B Facility. After giving effect to all Multicurrency RCF Borrowings, ~~in the case~~ all conversions of ~~any Borrowing of Base Rate Loans, prior to 1:00 p.m., New York time, on the date of such Borrowing, that such Lender will not make available~~ Multicurrency RCF Loans from one Type to the ~~Administrative Agent such Lender’s Pro Rata Share~~ other, and all continuations of ~~such Borrowing~~Multicurrency RCF Loans as the same Type, there shall not be more than five Interest Periods in effect in respect of the ~~Administrative Agent may assume that such Lender has made such Pro Rata Share available~~ Multicurrency Revolving Credit Facility. After giving effect to all US Dollar RCF Borrowings, all conversions of US Dollar RCF Loans from one Type to the ~~Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above~~other, and all continuations of US Dollar RCF Loans as the ~~Administrative Agent may~~same Type, 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 there 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 (i) be more than five Interest Periods in ~~the case~~ effect in respect of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentUS Dollar Revolving Credit Facility.

Appears in 1 contract

Samples: Credit Agreement (Colfax CORP)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar Rate~~ Eurocurrency RateSOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency RateSOFR Loans or of any conversion of Eurocurrency Rate Loans or ~~any conversion of~~ SOFR Loans to Base Rate Loans ~~to Eurodollar~~ or Canadian Prime Rate Loans, and (ii) on one Business Day prior to the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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 by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed~~ in writing by a Responsible Officer of the ~~Borrower~~Borrower Agent. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of ~~Eurodollar Rate~~ Eurocurrency RateSOFR 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. Except as provided in Sections ~~2.12~~2.02(f), ~~2.13~~ 2.03(c) and ~~2.14~~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 $~~1,000,000~~ 500,000 or a whole multiple of the Dollar Equivalent of $~~500,000~~ 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 ~~Committed Loan Notice~~ such notice (whether telephonic or written) shall specify (i) ~~whether~~ the ~~Borrower is requesting a Term Borrowing~~principal amount of Loans to be borrowed, ~~a conversion of Term Loans from one Type to the other~~ converted or ~~a continuation of Eurodollar Rate Loans~~continued, (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 Class and 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 and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the ~~Borrower fails~~ Borrowers fail to specify a Type of Loan ~~to be made in a Committed Loan Notice, then~~ or if the ~~applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower fails~~ Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 or SOFR Loans. If the ~~Borrower requests~~ Borrowers request a Borrowing of, conversion to, or continuation of ~~Eurodollar Rate~~ Eurocurrency RateSOFR 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 ~~(1)~~ month. (b) Following receipt of a Committed Loan ~~Notice~~Notice for the Revolving Credit Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its ~~Pro Rata Share or other applicable share provided for~~ Applicable Percentage under ~~this Agreement~~ the Revolving Credit Facility of the applicable ~~Class of~~ Loans, and if no timely notice of a conversion or continuation is provided by the ~~Borrower~~Borrowers, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in ~~Section 2.02(a)~~the preceding subsection. In the case of ~~each~~ a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 5.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 5.01), 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(s)~~ account of the ~~Borrower~~ Borrowers on the books of ~~the Administrative Agent~~ BMO with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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 Rate~~ Eurocurrency RateSOFR Loan may be continued or converted only on the last day of an Interest Period for such ~~Eurodollar Rate~~ Eurocurrency RateSOFR Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ (i) no Loans may be requested as, converted to or continued as ~~Eurodollar~~ an Eurocurrency Ratea SOFR 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~~Loans or SOFR 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 Rate~~ Eurocurrency RateSOFR 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Agent and the Lenders of any change in ~~the Administrative Agent~~BMO’s 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans,~~ the ~~number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established~~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 ~~failure~~ Administrative Agent shall advise the Borrower Agent of any ~~Lender to make~~ such advance or charge promptly after the ~~Loan to be made by it as~~ making thereof. Such action on the 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~~ not constitute a ~~Lender prior~~ waiver of the Administrative Agent’s rights and the Borrowers’ obligations under this Agreement. Any amount which is added to the ~~date~~ 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 ~~Borrowing, or,~~ of the conditions to Credit Extensions in Section 5.02) and Obligations hereunder and shall bear interest at the ~~case of any Borrowing of~~ interest rate then and thereafter applicable to Base Rate Loans, prior to 1:00 p.m., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly, but in no event later than the applicable deadlines set forth below, by delivery to the Administrative Agent of a Loan Notice. Each such ~~notice~~ Loan Notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ (i) 11:00 a.m. three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on 3:00 p.m. the Business Day prior to the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, 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. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 2,500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each ~~Committed~~ Loan Notice ~~(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~~ 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 ~~Class and~~ 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) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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. 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 ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the ~~applicable Class of~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise~~ than 2:00 ~~p.m., New York time,~~ p.m. on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided, however, that if, on the date a 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 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 ~~five (5)~~ 5 Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans~~the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the ~~number~~ other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than 5 Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 effect 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case respect of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentRevolving Credit Facility.

Appears in 1 contract

Samples: Credit Agreement (Helix Energy Solutions Group Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing (other than Swing Line Borrowings with respect to which this Section 2.02 shall not apply), 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 Parent Borrower’s irrevocable notice to the Administrative Agent (~~provided that the notice in respect~~ on its own behalf or on behalf of the ~~Initial Term Loans or~~ Co-Borrower in ~~connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on~~ the ~~closing~~ case of Borrowings by the ~~Acquisition or such Permitted Acquisition or other acquisition, as applicable~~Co-Borrower), which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 ~~p.m., New York time,~~ noon (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate ~~Loans,~~ Loans and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate Loans; ~~provided,~~ provided that the notice referred to in subclause (i) above may be delivered no not later than ~~one (1)~~ 9:00 a.m. two Business ~~Day~~ Days prior to the Closing Date in the case of the ~~Initial Term Loans~~initial Credit Extensions. Each telephonic notice by the Parent Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to Base~~ Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Parent Borrower (on its own behalf or, when indicated in the case of a Term Borrowing, on behalf of the Co-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~~ 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 ~~Class and~~ 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~~ thereto; provided, that the Term Loans borrowed on the Amendment Effective Date (x) initially shall be Eurodollar Rate Loans having an interest period of one (1) month and (viy) ~~wire instructions~~ if such initial Interest Period shall end on a day prior to the Delayed Funding Date, shall be automatically converted into Base Rate Loans at the end of such initial Interest Period and shall remain Base Rate Loans until the ~~account(s) to which funds are to be disbursed~~Delayed Funding Date. If the Parent Borrower fails (on its own behalf or on behalf of the Co-Borrower) to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Parent Borrower requests (on its own behalf or on behalf of the Co-Borrower) 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 Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Parent Borrower (on its own behalf or on behalf of the Co-Borrower), the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for the~~ 4.02 (or, if such Borrowing is on the ~~Closing~~ Amendment Effective Date, the conditions set forth in Section 5 of the Amendment Agreement, and in such case the conditions set forth in Section 4.02 shall not apply), the Administrative Agent shall make all funds so received available to the specified Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of ~~the~~ such 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 ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Parent Borrower; provided that if, on the date the Committed Loan Notice with respect to a Borrowing under a Revolving Credit Facility is given by the Parent 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 Parent 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required Facility Lenders may require that no Loans under the applicable Facility ~~may require by notice to the Borrower that no Loans~~ may be converted to or continued as Eurodollar Rate Loans. (d) The Administrative Agent shall promptly notify the Parent 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Parent Borrower and the Lenders of any change in the Administrative Agent’s 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 ~~five~~ twenty (520) Interest Periods in effect unless otherwise agreed between the Parent Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 applicable 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 applicable 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~~ such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the ~~Borrower~~Borrowers, 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If ~~the~~ a Borrower 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~~ such Borrower the amount of such interest paid by ~~the~~ such 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~~ a Borrower shall be without prejudice to any claim ~~the~~ such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Axcan Intermediate Holdings Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar Rate~~ SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of ~~Eurodollar~~ SOFR Loans or of any conversion of Eurocurrency RateCORRA Loans or SOFR Loans to Base Rate Loans or ~~any conversion of Base Rate Loans to Eurodollar~~ Canadian Prime Rate Loans, and (ii) on one Business Day prior to the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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 by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed~~ in writing by a 73 [Matrix] Credit Agreement #85638137 Responsible Officer of the ~~Borrower~~Borrower Agent. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of ~~Eurodollar Rate~~ SOFR 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. Except as provided in Sections ~~2.12~~2.02(f), ~~2.13~~ 2.03(c) and ~~2.14~~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 $~~1,000,000~~ 500,000 or a whole multiple of the Dollar Equivalent of $~~500,000~~ 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 ~~Committed Loan Notice~~ such notice (whether telephonic or written) shall specify (i) ~~whether~~ the ~~Borrower is requesting a Term Borrowing~~principal amount of Loans to be borrowed, ~~a conversion of Term Loans from one Type to the other~~ converted or ~~a continuation of Eurodollar Rate Loans~~continued, (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 Class and 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 and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the ~~Borrower fails~~ Borrowers fail to specify a Type of Loan ~~to be made in a Committed Loan Notice, then~~ or if the ~~applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower fails~~ Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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~~ Eurocurrency RateCORRA Loans or SOFR Loans. If the ~~Borrower requests~~ Borrowers request a Borrowing of, conversion to, or continuation of ~~Eurodollar Rate~~ SOFR 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 ~~(1)~~ month. (b) Following receipt of a Committed Loan ~~Notice~~Notice for the Revolving Credit Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its ~~Pro Rata Share or other applicable share provided for~~ Applicable Percentage under ~~this Agreement~~ the Revolving Credit Facility of the applicable ~~Class of~~ Loans, and if no timely notice of a conversion or continuation is provided by the ~~Borrower~~Borrowers, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in ~~Section 2.02(a)~~the preceding subsection. In the case of ~~each~~ a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 5.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 5.01), 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(s)~~ account of the ~~Borrower~~ Borrowers on the books of ~~the Administrative Agent~~ BMO with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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 Rate~~ SOFR Loan may be continued or converted only on the last day of an Interest Period for such ~~Eurodollar Rate~~ SOFR Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ (i) no Loans may be requested as, converted to or continued as ~~Eurodollar Rate Loans~~a SOFR Loan without the consent of the Required Lenders, and (ii) the Required Lenders may demand that any or all of the then outstanding Eurocurrency RateCORRA Loans or SOFR 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 Rate~~ SOFR 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the ~~Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change.~~74 [Matrix] Credit Agreement #85638137 (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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans,~~ the ~~number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established~~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 ~~failure~~ Administrative Agent shall advise the Borrower Agent of any ~~Lender to make~~ such advance or charge promptly after the ~~Loan to be made by it as~~ making thereof. Such action on the 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~~ not constitute a ~~Lender prior~~ waiver of the Administrative Agent’s rights and the Borrowers’ obligations under this Agreement. Any amount which is added to the ~~date~~ 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 ~~Borrowing, or,~~ of the conditions to Credit Extensions in Section 5.02) and Obligations hereunder and shall bear interest at the ~~case of any Borrowing of~~ interest rate then and thereafter applicable to Base Rate Loans, prior to 1:00 p.m., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Credit Agreement (Matrix Service Co)

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 Rate Loans shall be made upon the ~~Borrower’s~~ Company's irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that notice of (x) the ~~notice referred to in subclause (i) above~~ initial Borrowing of Base Rate Loans may be ~~delivered~~ received by the Administrative Agent at such time as agreed by the Administrative Agent on the requested date of Borrowing and (y) any conversion of such initial Borrowing to Eurodollar Rate Loans may be received by the Administrative Agent no later than ~~one (1)~~ 5:00 p.m. on the third Business Day prior to the ~~Closing Date in the case~~ requested date of ~~the Initial Term Loans~~conversion. Each telephonic notice by the ~~Borrower~~ Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the ~~Borrower~~Company. ~~Except~~ In the case of any discrepancies between telephonic and written notices received by the Administrative Agent, the telephonic notice shall be effective as ~~provided~~ understood in ~~Sections 2.12, 2.13 and 2.14, each~~ good faith by the Administrative Agent. 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~~ 500,000 in excess thereof. Except as provided in ~~Sections 2.12, 2.13 and 2.14~~Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the ~~Borrower~~ Company is requesting a Term A Borrowing, a Swing Loan Borrowing, a Revolving Credit Borrowing, an Incremental Facility Borrowing, if available, a conversion of Term A Loans or Revolving Credit Loans from one Type to the ~~other~~ 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 ~~Class and~~ Type of Loans to be borrowed or to which existing Term A Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the ~~Borrower~~ Company fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then~~ Notice or if the ~~applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Company fails to give a timely notice requesting a conversion or continuation, then the applicable Term A Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 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~~Notice or a request or a deemed request by the Swing Loan Lender for repayment of any outstanding Swing Loans under Section 2.13(b), the Administrative Agent shall promptly notify each Lender of the amount of its ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the applicable ~~Class of~~ Term A Loans, Revolving Credit Loans or Incremental Facility Loans, if any, and if no timely notice of a conversion or continuation is provided by the ~~Borrower~~Company, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ 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 ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s 's Office not later ~~than,~~ than (i) one hour after receipt of notice from the Administrative Agent on the Closing Date in the case of the initial Borrowing of Base Rate Loans (as long as such notice is received prior to 1:30 p.m. on ~~the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ such day) or (ii) 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 ~~4.01 for~~ 5.02 (and, (x) if such Borrowing is the initial Credit Extension, Section 5.01 and (y) if such Borrowing on is the ~~Closing Date~~Incremental Facility Borrowing, the applicable conditions set forth in the Incremental Facility Supplement), 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(s)~~ account of the ~~Borrower~~ Company on the books of ~~the Administrative Agent~~ JPMCB with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Company; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing 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 Company 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, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans may be converted to or continued as Eurodollar 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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.35

Appears in 1 contract

Samples: Credit Agreement (CSC Holdings Inc)

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 or Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ (i) 1:00 p.m. New York City time three ~~(3)~~ Business Days prior to the requested date of any Borrowing or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans, (ii) 1:00 p.m. New York City time three Business Days prior to the requested date of any Borrowing or continuation of Term SOFR Loans or any conversion of Base Rate Loans to ~~Eurodollar Rate Loans,~~ Term SOFR Loans and (iiiii) on 12:00 noon New York City time one Business Day prior to the requested date of any Borrowing of Base Rate Loans; ~~provided,~~ provided that the notice referred to in subclause (i) above may be delivered no later than one ~~(1)~~ Business Day prior to the Closing Date in the case of ~~the Initial Term Loans~~initial Credit Extensions. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in ~~Sections 2.12, 2.13 and 2.14~~Section 2.14(a), each Borrowing of, conversion to or continuation of ~~Eurodollar Rate~~ Term SOFR Loans shall be in a minimum principal amount of $~~5,000,000~~ 1,000,000, or a whole multiple of $~~1,000,000~~ 250,000 in excess thereof. Except as provided in Sections ~~2.12~~2.03(c), ~~2.13 and 2.14~~2.04(c), 2.14(a), each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $~~1,000,000~~ 500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing of a particular Class, a Revolving Credit Borrowing, a conversion of Term Loans of any Class or Revolving Credit Loans from one Type to the ~~other~~ other, or a continuation of ~~Eurodollar~~ Eurocurrency Rate Loans or Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the ~~Class and~~ Type of Loans to be borrowed or to which existing Term Loans of a Class or Revolving Credit Loans are to be ~~converted,~~ converted (v) in the case of a Revolving Credit Borrowing, the relevant Approved Currency in which such Revolving Credit Borrowing is to be denominated and (vi) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions~~ thereto. If the Borrower fails to specify an Approved Currency of ~~the account(s) to which funds are to~~ a Loan in a Committed Loan Notice, such Loan shall be ~~disbursed~~made in Dollars. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as or ~~continued~~ converted to (x) in the case of any Loan denominated in Dollars, Base Rate Loans or (y) in the case of any Loan denominated in an Approved Foreign Currency, Eurocurrency Rate Loans in such Approved Foreign Currency having an Interest Period of one month, as ~~the same Type of Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~applicable. Any such automatic ~~continuation of Eurodollar~~ conversion to Base Rate Loans or one-month Eurocurrency Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable ~~Eurodollar~~ Term SOFR Loans or Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of ~~Eurodollar~~ Term SOFR Loans or 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. No Loan may be converted into or continued as a Loan denominated in another Approved Currency, but instead must be prepaid in the original Approved Currency or reborrowed in another Approved Currency. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and Approved Currency) of its Pro Rata Share or other applicable share provided for under this Agreement 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 ~~continuation of Eurodollar Rate Loans~~ conversion or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m.,~~ than (i) 1:00 p.m. New York ~~time, and otherwise 2:00 p.m., New York time,~~ City time on the Business Day specified in the applicable Committed Loan ~~Notice. Upon satisfaction~~ Notice for any Borrowing of Term SOFR Loans, (ii) the Applicable Time specified by the Administrative Agent on the Business Day specified in the applicable ~~conditions set forth~~ Committed Loan Notice for any Borrowing of Eurocurrency Rate Loans denominated in ~~Section 4.01 for the Borrowing~~ an Approved Foreign Currency and (iii) 1:00 p.m. New York City time on the ~~Closing Date,~~ Business Day specified in the applicable Committed Loan Notice for any Borrowing of Base Rate Loans. 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(s) 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~~ funds in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower. (c) Except as otherwise provided herein, a ~~Eurodollar~~ Eurocurrency Rate Loan or Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such ~~Eurodollar~~ Eurocurrency Rate ~~Loan,~~ Loan or Term SOFR Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans may be converted to or continued as Eurodollar 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 or Term SOFR Loans upon determination of such interest rate. The determination of the ~~Eurodollar~~ Eurocurrency Rate or Term SOFR, as applicable, by the Administrative Agent shall be conclusive in the absence of manifest error. At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the ~~Administrative Agent’s prime rate~~ 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 twenty-five (525) Interest Periods in ~~effect unless otherwise agreed between the Borrower and the Administrative Agent~~effect; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing ~~Amendment, an Extension~~ Amendment or ~~an amendment in respect of Replacement Loans~~Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three ~~(3)~~ Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Credit Agreement (NRG Energy, Inc.)

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~~Borrower Representative’s irrevocable ~~notice~~ notice, on behalf of the Borrowers, to the Administrative Agent (provided that the notice in respect of the ~~Initial Term Loans~~ initial Credit Extension, or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, ~~may~~ may, subject to Section 3.05, be conditioned on the closing of the DTZ Acquisition or such Permitted Acquisition or other acquisition, as applicable), ~~which may be given~~ by ~~telephone~~delivery to the Administrative Agent of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Each such notice must be received by the Administrative Agent not later than 12:00 p.m., New York time, , (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, that the ~~notice~~ notices referred to in ~~subclause~~ subclauses (i) and (ii) above ~~may~~ shall be delivered no later than (x) one (1) Business Day prior to the Closing Date (or Escrow Funding Date, as the case may be) in the case of the Initial Term ~~Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a~~Loans and (y) ~~must be confirmed promptly by delivery~~ three (3) Business Days prior to the ~~Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer~~ Delayed Draw Funding Date in the case of the ~~Borrower~~Borrowing of the Delayed Draw Term Loans. Except as provided in ~~Sections 2.12~~Section 2.14, ~~2.13~~ Section 2.15 and ~~2.14~~Section 2.16, 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. Except as provided in ~~Sections 2.12~~Section 2.03(c), ~~2.13~~ Section 2.04(c), Section 2.14, Section 2.15 and ~~2.14~~Section 2.16, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the ~~Borrower is~~ Borrowers are requesting a Term Borrowing, a Delayed Draw 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 Class and 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) wire instructions of the account(s) to which funds are to be disbursed. If the Borrower Representative fails to specify a Type of Loan to be made in a Committed Loan Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower Representative fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made or continued as the same Type of Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period. Any such automatic continuation of Eurodollar 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 Representative 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 Lender of the amount of its Pro Rata Share or other applicable share provided for under this Agreement of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the ~~Borrower~~Borrower Representative, the Administrative Agent shall notify each Lender of the details of any automatic continuation of Eurodollar Rate Loans or continuation of Loans described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than, in the case of Borrowing on the Closing Date, 10:00 ~~a.m.~~A.M., New York time, and otherwise 2:00 p.m., New York time, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in (A) Section 4.01 for the Borrowing on the Closing Date, (B) Section 4.02 for any Borrowing of Revolving Credit Loans after the Closing Date or (C) Section 4.03 for any Delayed Draw Term Borrowing, the Administrative Agent shall make all funds so received available to the ~~Borrower~~ applicable Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account(s) of the ~~Borrower~~ applicable Borrowers 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 by the Borrower Representative to (and reasonably acceptable to) the Administrative Agent; provided that if, on the date the Committed Loan Notice with respect to a Borrowing under a Revolving Credit Facility is given by the Borrower Representative, 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 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 Interest Period for such Eurodollar Rate ~~Loan~~Loan (as applicable), unless the ~~Borrower pays~~ Borrowers pay the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the ~~Borrower~~ Borrowers that no Loans under the applicable Facility may be converted to or continued as Eurodollar Rate Loans. (d) The Administrative Agent shall promptly notify the Borrower Representative 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 or BBR by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Representative and the Lenders of any change in the Administrative Agent’s 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 ~~five~~ ten (510) Interest Periods in effect unless otherwise agreed between the Borrower Representative and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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~~ applicable Borrowers 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~~ Borrowers 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~~ Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the ~~Borrower~~Borrowers, 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the ~~Borrower~~ 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 ~~Borrower~~ Borrowers the amount of such interest paid by the ~~Borrower~~ 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 ~~Borrower~~ Borrowers shall be without prejudice to any claim the ~~Borrower~~ Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Appears in 1 contract

Samples: Syndicated Facility Agreement (DTZ Jersey Holdings LTD)

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 Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such ~~notice~~ Committed Loan Notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans (other than an Overnight LIBOR Loan) or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ Loans or Overnight LIBOR 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $~~5,000,000~~ 250,000 or a whole multiple of $~~1,000,000~~ 250,000 in excess thereof. Except as provided in ~~Sections 2.12, 2.13 and 2.14~~Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 250,000 or a whole multiple of $~~500,000~~ 250,000 in excess thereof. Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the applicable 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~~ 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, as applicable, (iv) the ~~Class and~~ Type of Loans to be borrowed or to which existing Term A Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the applicable Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then~~ Notice or if the applicable ~~Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the~~ Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term A Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 applicable 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 Lender of the amount of its ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the applicable ~~Class of~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ 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 ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), 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(s)~~ account of the applicable Borrower on the books of ~~the Administrative Agent~~ KeyBank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the applicable Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Revolver 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 Revolver 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~Loans without the consent of the Required Lenders. Notwithstanding anything to the contrary set forth herein, unless repaid, converted into a Base Rate Loan or continued into a different Interest Period in accordance with this Section 2.02, each Overnight LIBOR Loan shall be automatically continued as an Overnight LIBOR Loan without notification or other action by either Borrower or the Administrative Agent. (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 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 ~~five (5)~~ three Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans~~the Term A Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the ~~number~~ other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than three Interest Periods ~~otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established~~in effect in respect of the Revolving Credit Facility. (f) ~~The failure of~~ Notwithstanding anything to the contrary in this Agreement, any Lender ~~to make~~ may exchange, continue or rollover all of the ~~Loan to be made by it as part of any Borrowing shall not relieve any other Lender~~ portion of its ~~obligation~~Loans in connection with any refinancing, ~~if any~~extension, ~~hereunder~~ loan modification or similar transaction permitted by the terms of this Agreement, pursuant to ~~make its Loan on~~ a cashless settlement mechanism approved by the ~~date of such Borrowing~~applicable Borrower, 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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Credit Agreement (International Money Express, Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar~~ Alternative Currency Term Rate Loans or Term SOFR Loans shall be made upon the ~~Borrower~~Company’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by (i) telephone, or (ii) a Loan Notice. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time~~11:00 a.m. (i) one (1) Business Day prior to the requested date of Borrowing of any Daily SOFR Loan or of any conversion of Daily SOFR Loans denominated in Dollars to Base Rate Loans, (iii) three (3) Business Days prior to the requested date of any Borrowing of, conversion to, or continuation of, Term SOFR Loans denominated in Dollars or of ~~Eurodollar Rate Loans or~~ any conversion of Term SOFR Loans denominated in Dollars to Base ~~Rate Loans to Eurodollar~~ Rate Loans, (iii) four (4) Business Days prior to the requested date of Borrowing of any Alternative Currency Loans or, in the case of Alternative Currency Term Rate Loans, any continuation of Alternative Currency Term Rate Loans (or five (5) Business Days in the case of a Special Notice Currency), and (iiiv) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the ~~Borrower~~Company. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to 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. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to~~ other than Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, with respect to Alternative Currencies, unless the Administrative Agent otherwise agrees in its sole discretion, the Dollar Equivalent thereof). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each ~~Committed~~ Loan Notice (whether telephonic or written) shall specify (i) whether the ~~Borrower~~ Company is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ other, or a continuation of ~~Eurodollar~~ Alternative Currency Term Rate Loans or Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the ~~Class and~~ 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 and~~ thereto, (vi) ~~wire instructions~~ the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~borrowed (including whether such currency is an Alternative Currency), and (vii) if the requested currency is not Dollars, the Borrower. If the Company fails to specify a currency in a Loan Notice, then the Loans so requested shall be made in Dollars, and the Borrower shall be the Company. If the Company fails to specify a Type of a Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then~~ Notice or if the ~~applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Company fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans denominated in Dollars; provided, however, that in the case of a failure to timely request a conversion or continuation of Alternative Currency Term Rate Loans, such Loans shall be continued as ~~the same Type~~ (or converted into) Alternative Currency Term Rate Loans in such Alternative Currency with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~one (1) month. Any such automatic ~~continuation of Eurodollar~~ conversion to Base Rate Loans (or, if applicable, to Loans with an Interest Period of one (1) month) 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~~ Alternative Currency Term Rate Loans or Term SOFR Loans in any such ~~Committed~~ Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (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 existing currency of such Loan and reborrowed in such other Alternative Currency. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Daily SOFR Loan, a Term SOFR Loan or an Alternative Currency Loan. (b) Following receipt of a ~~Committed~~ Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable ~~Class of~~ Loans, and if no timely notice of a conversion or continuation is provided by the ~~Borrower~~Company, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation of (or conversion into) Loans with an Interest Period of one month denominated in a currency other than Dollars, in each case as described in ~~Section 2.02(a~~the preceding clause (a). In the case of ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency (x) not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~(y) not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, ~~New York time,~~ in each case on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 5.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 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(s)~~ account of the applicable Borrower on the books of the Administrative Agent with the amount of such ~~funds~~ funds, or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Company or 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. (c) Except as otherwise provided herein, a ~~Eurodollar~~ Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or (in the case of a Term SOFR Loan) converted only on the last day of an the Interest Period for such ~~Eurodollar~~ Loan. During the existence of a Default, no Loans made in Dollars may be requested as, converted into or continued as Daily SOFR Loans or Term SOFR Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Daily SOFR Loans and/or Term SOFR Loans denominated in Dollars be converted immediately to Base Rate ~~Loan, unless~~ Loans upon the ~~Borrower pays~~ expiration of the ~~amount due, if any, under Section 3.05 in connection therewith~~Interest Period thereof. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the ~~Administrative Agent~~ Required Lenders may demand that any or all of the ~~Required Facility Lenders under~~ then outstanding Loans denominated in an Alternative Currency be prepaid or redenominated into Dollars as Base Rate Loans in the ~~applicable Facility may require by notice~~ amount of the Dollar Equivalent thereof (and with respect to ~~the Borrower that no Loans may be converted to or continued as Eurodollar~~ Alternative Currency Term Rate Loans, on the last day of the then current Interest Period with respect thereto). (d) The Administrative Agent shall promptly notify the ~~Borrower~~ Company and the Lenders of the interest rate applicable to any Interest Period for ~~Eurodollar~~ Term SOFR Loans and Alternative Currency Term Rate ~~Loans~~ Loans, upon determination of such interest rate. The determination of ~~the Eurodollar Rate~~ such rate by the Administrative Agent shall be conclusive in the absence of a manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 ~~five~~ twelve (512) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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, orPeriods, in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m., New York time, on the date of such 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 mayaggregate, 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 (i) in the case of the 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 effect with respect to ~~any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower~~ Term SOFR Loans 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 Borrower the amount of such 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 AgentAlternative Currency Term Rate Loans.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Fti Consulting, Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be made upon the ~~Borrower~~Company’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by ~~telephone~~(A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such ~~notice~~ Loan Notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of 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 ~~Eurodollar~~ Eurocurrency Rate Loans denominated in Alternative Currencies, Australian Dollars or ~~any conversion of Base Rate Loans to Eurodollar Rate Loans~~New Zealand Dollars, and (iiiii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, 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. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each ~~Committed~~ Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the ~~Borrower~~ Company is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 ~~Term~~ Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect ~~thereto and~~ thereto, (vi) ~~wire instructions~~ whether the Loans to be borrowed are Revolving A Loans or Revolving B Loans and the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~borrowed and (vii) if applicable, the Designated 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 ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then~~ Notice or if the ~~applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Company fails to give a timely notice requesting a conversion or continuation, 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 ~~the same Type~~ Eurocurrency Rate Loans in their original currency with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~one month. Any such automatic ~~continuation of Eurodollar~~ 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 ~~(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 ~~Committed~~ Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its ~~Pro Rata Share or other applicable share provided for under this Agreement~~ Applicable Percentage of the applicable ~~Class of~~ Loans, and if no timely notice of a conversion or continuation is provided by the ~~Borrower~~Company, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ 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 ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~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 ~~York time~~Zealand Dollars, in each case on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 5.03 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 5.02), 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(s)~~ account of ~~the~~ such Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and ~~reasonably~~ acceptable to) the Administrative ~~Agent~~Agent by the Company; 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans (whether in denominated in Dollars or any other currency) may be requested as, converted to or continued as ~~Eurodollar~~ Eurocurrency Rate ~~Loans~~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. ~~The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.~~ At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the ~~Borrower~~ Company and the Lenders of any change in ~~the Administrative Agent~~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 ~~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 ~~five (5)~~ 10 Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 Agentall Loans.

Appears in 1 contract

Samples: Credit Agreement (Fleetcor Technologies Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Specified Refinancing Loans or Loans from one Type to the other, and each continuation of Eurodollar Rate ~~Loans~~ Loans, shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable), which may be given by telephoneAgent. Each such notice must be in writing and must be received by the Administrative Agent not later than ~~12:00 p.m.,~~ (i) 11:00 a.m. (New York time~~, (i~~) three ~~(3)~~ Business Days prior to the requested date of any Borrowing ~~or continuation of Eurodollar Rate Loans or any~~ of, conversion of Base Rate Loans to to, or continuation of, Eurodollar Rate ~~Loans, and~~ Loans (ii) [reserved] or (iii) 11:00 a.m. (New York time) on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred~~ Loans or of any conversion of Eurodollar Rate Loans to ~~in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ Base Rate Loans. Each ~~telephonic~~ notice ~~by the Borrower~~ pursuant to this Section 2.02(a) ~~must~~ shall be ~~confirmed promptly by delivery~~ delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower~~. Except as provided in Sections 2.12, 2.13 and 2.14, each~~ . (b) Each Borrowing of, conversion to or continuation of of, Eurodollar Rate Loans shall be (i) in a principal amount of $~~5,000,000~~ 500,000, or (ii) a whole multiple of $~~1,000,000~~ 250,000 in excess thereof. Except as provided in ~~Sections 2.12, 2.13 and 2.14~~Section 2.03(d), each Borrowing of of, or conversion to to, Base Rate Loans shall be (i) in a principal amount of $~~1,000,000~~ 100,000, or (ii) a whole multiple of $~~500,000~~ 100,000 in excess thereof. . (c) Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ a Tranche of Loans from one Type to the ~~other~~ 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 ~~Class and~~ Type of Loans to be borrowed or to which existing ~~Term~~ Tranche of Loans are to be ~~converted,~~ converted and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice~~Notice or if the Borrower fails to give a timely notice with respect to a Eurodollar Rate Loan requesting a conversion or continuation thereof, then the applicable Tranche of Loans shall be made as as, or continued as, Eurodollar Rate Loans with an Interest Period of ~~one (1)~~ 1 month. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made or continued as the same Type of Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period. Any such automatic conversion or continuation ~~of Eurodollar Rate Loans~~ pursuant to 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 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. (bd) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable ~~Class~~ Tranche of Loans, and if no timely notice of a conversion or continuation of a Eurodollar Rate Loan is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation of Eurodollar Rate Loans ~~or continuation~~ with an Interest Period of ~~Loans~~ one month as described in Section 2.02(a). ~~In the case of each Borrowing, each~~ Each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m.,~~ than 1:00 p.m. (New York City time~~, and otherwise 2:00 p.m., New York time~~), on the Business Day specified in the applicable Committed Loan Notice. Each Lender may, at its option, make any Loan available to the Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (or, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ 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 ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing 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. (ce) 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,~~ Loan unless the Borrower pays (or causes to be paid) the amount ~~due, if any,~~ due under Section 3.05 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, at the election of the Administrative Agent or ~~the~~ Required ~~Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ Lenders, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans. (df) 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (eg) 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 ~~five~~ ten (510) Interest Periods in ~~effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant~~ effect, plus up to an ~~Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment~~ additional 3 Interest Periods in respect of ~~Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e~~each (i) ~~shall increase by three~~ Extended Commitment and (3ii) ~~Interest Periods for each applicable Class so established~~Specified Refinancing Loan. (fh) 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~~ , which for the ~~Administrative Agent shall have received notice from a Lender prior to the date~~ avoidance of ~~any Borrowing, or, in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m., New York time, on the date of such Borrowing, that such Lender will~~ doubt does not ~~make available to the Administrative Agent~~ limit 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing obligations under ~~this~~ Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 Agent2.18.

Appears in 1 contract

Samples: Revolving Credit Agreement (EngageSmart, Inc.)

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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 ~~p.m.~~noon (New York, New York time, or London, England time in the case of any Borrowing denominated in Euros) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans or any conversion of Base Rate Loans to ~~Eurodollar~~ Eurocurrency Rate Loans, and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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~~thereof in the case of Dollar Term Loans (or comparable amounts determined by the Administrative Agent in the case of Euro Term Loans). Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Dollar Term-1 Borrowing, Dollar Term-2 Borrowing, a Euro Term Borrowing, a Revolving Tranche-1 Borrowing, a Revolving Tranche-2Credit Borrowing, a conversion of Dollar Term-1 Loans, Dollar Term-2 Loans, Euro Term Loans, Revolving Tranche-1 Loans or Revolving Tranche-2Credit Loans from one Type to the ~~other~~ other, or a continuation of ~~Eurodollar~~ Eurocurrency Rate Loans, (ii) in the case of a Term Borrowing, the currency in which the Loans to be borrowed are to be denominated, (iii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (~~iii~~iv) the principal amount of Loans to be borrowed, converted or continued, (ivv) the ~~Class and~~ Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (vvi) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s)~~ thereto. If, with respect to ~~which funds are to be disbursed. If~~ Loans denominated in Dollars, the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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~~Period (or fails to give timely notice requesting a continuation of Eurocurrency 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 Pro Rata Share ~~or other applicable share provided for under this Agreement~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~not later than 1:00 p.m. (London time), ~~New York time~~in the case of any 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account(s) 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 by the Borrower to (and reasonably acceptable to) the Administrative Agent. (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, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans may be converted to or continued as Eurodollar 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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.as

Appears in 1 contract

Samples: Credit Agreement (Catalent Pharma Solutions, 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 Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00~~ 1:00 p.m.~~, New York time,~~ (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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. Except as provided in Sections ~~2.12, 2.13 and 2.14~~2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 300,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof; provided that, in each case, a Base Rate Loan may be in an aggregate amount that is equal to the entire unused balance of the applicable Commitment. Each Committed Loan Notice (whether telephonic or written) shall specify (i) 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~~ 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 ~~Class and~~ Type of Loans to be borrowed or to which existing Term A Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term A Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Lender of the amount of its ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the applicable ~~Class of~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ 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 ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise~~ than 2:00 ~~p.m., New York time,~~ p.m. on the Business Day specified in the applicable Committed Loan Notice; provided that in the case of a Term A Borrowing or a Revolving Credit Borrowing on the Closing Date, each Appropriate Lender shall make the amount of its Loan available in immediately available funds at the Administrative Agent’s Office not later than one hour after the Administrative Agent provides notice of the satisfaction of the conditions to the initial funding on the Closing Date. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative Agent. (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, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans may be converted to or continued as Eurodollar 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 when Base Rate Loans are outstanding~~Borrower; provided, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Term Borrowingshowever, 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York timeif, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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.date

Appears in 1 contract

Samples: Credit Agreement (Ashland Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar Rate~~ Term Benchmark Loans shall be made upon the Parent Borrower’s irrevocable ~~notice~~ notice, to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. 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 Term Benchmark Loan (other than any Term Benchmark Loan requested to be made on the Closing Date for which such notice may be provided not later than ~~12:00~~ 1:00 p.m., New York City time, two (i2) Business Days prior to the Closing Date), not later than 1:00 p.m., New York City time, three (3) Business Days ~~prior to~~ before the ~~requested~~ date of ~~any~~ the proposed Borrowing or ~~continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, and~~ (ii) ~~on the requested date of any Borrowing of Base Rate Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date~~ in the case of a Base Rate Loan, not later than 1:00 p.m., New York City time, on the ~~Initial Term Loans~~Business Day of the proposed Borrowing. Each telephonic notice by the ~~Borrower~~ Borrowers 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, appropriately completed and signed by a Responsible Officer of the Parent Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to Base Rate Term Benchmark Loans shall be in a principal amount of $1,000,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be a minimum of $500,000 (and any amount in excess thereof shall be an integral multiple of $100,000). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the ~~Borrower is~~ Borrowers are requesting a Term A-1 Term Borrowing, a Term B-1 Term Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ other, or a continuation of ~~Eurodollar Rate~~ Term Benchmark 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 (which shall be Dollars for the Initial Term Loans) and principal amount of Loans to be borrowed, converted or continued, (iv) the ~~Class and~~ 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 and (vi) ~~wire instructions~~ the location and number of the ~~account(s)~~ Borrowers’ accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(b). If the ~~Borrower fails~~ Borrowers fail to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower fails~~ Notice or fail to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made or continued ~~as the same Type of Loan~~as, ~~which if a Eurodollar~~ or converted to Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic conversion or continuation ~~of Eurodollar Rate Loans~~ shall be effective as of the last day of the Interest Period then in effect with respect to the applicable ~~Eurodollar Rate~~ Term Benchmark Loans. If the ~~Borrower requests~~ Borrowers request a Borrowing of, conversion to, or continuation of ~~Eurodollar Rate~~ Term Benchmark 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 Borrowers 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 ~~Pro Rata Share or other applicable share provided for under this Agreement~~ Applicable Percentage of the applicable Class of ~~Loans~~the applicable Term A-1 Term Loans or Term B-1 Term Loans covered by the Committed Loan Notice, and if no timely notice of a conversion or continuation is provided by the Parent Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing~~ Credit Extensions on the Closing Date, Section 4.01), 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~~ Borrowers in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the ~~Borrower~~ Borrowers 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 ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrowers. (c) Except as otherwise provided herein, a ~~Eurodollar Rate~~ Term Benchmark Loan may be continued or converted only on the last day of an Interest Period for such ~~Eurodollar Rate Loan,~~ Term Benchmark Loan unless the ~~Borrower pays~~ Borrowers pay the amount due, if any, under Section ~~3.05~~ 3.04 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required Lenders (or, solely with respect to the Term A-1 Facility ~~Lenders under~~ or any Term A Event of Default, the ~~applicable Facility~~ Administrative Agent at the request of the Required Term A-1 Lenders) may require ~~by notice to the Borrower~~ that (i) no Loans may be converted to or continued as ~~Eurodollar~~ Term Benchmark Loans and (ii) unless repaid, each Term Benchmark Loan shall be converted to a Base Rate ~~Loans~~Loan at the end of the Interest Period applicable 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 Rate~~ Term Benchmark Loans upon determination of such interest rate. The determination of the ~~Eurodollar Rate~~ Term Benchmark by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (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 ~~five~~ ten (510) Interest Periods in effect ~~unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment~~ at any time for all Borrowings of ~~any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement~~ Term Benchmark Loans~~, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established~~. (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., New York City time, on the date of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s ~~Pro Rata Share~~ Applicable Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such ~~Pro Rata Share~~ Applicable Percentage available to the Administrative Agent on the date of such Borrowing in accordance with ~~paragraph~~ clause (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the ~~Borrower~~ Borrowers 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~~ Borrowers severally ~~agrees~~ 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 ~~Borrower~~ Borrowers until the date such amount is repaid to the Administrative Agent at (ia) in the case of the ~~Borrower~~Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (iib) in the case of such Lender, the ~~Overnight~~ greater of (x) the Federal Funds Effective Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, ~~processing,~~ 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 any amounts owing under this Section ~~2.02(g~~2.02(f) shall be conclusive in the absence of ~~manifest~~ demonstrable error. If the ~~Borrower~~ Borrowers 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~~ Borrowers the amount of such Borrowing or interest paid by the ~~Borrower~~ 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 ~~Borrower~~ Borrowers shall be without prejudice to any claim the ~~Borrower~~ Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Owens & Minor Inc/Va/)

Appears in 1 contract

Samples: Credit Agreement (Forward Air Corp)

Appears in 1 contract

Samples: Credit Agreement (Sonoco Products Co)

Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing, Term X-0 Xxxxxxxxx, Xxxx X-0 Borrowing, Term X-00 Xxxxxxxxx, Xxxx X-00 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 written notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable), which may be given by telephoneAgent. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m.,~~ (x) 1:00 p.m. (New York City time, ) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans or any conversion of Base Rate Loans to ~~Eurodollar~~ Eurocurrency Rate Loans, and (ii) on one (1) Business Day before the requested date of any Borrowing of Base Rate Loans~~; provided, that~~ . and (y) 11:00 a.m. (New York City time) on the ~~notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior~~ requested date of any Revolving Credit Borrowing of Base Rate Loans to the ~~Closing Date in~~ extent the ~~case~~ aggregate principal amount of ~~the Initial Term Loans~~Revolving Credit Loans to be made pursuant to such Revolving Credit Borrowing does not exceed $50,000,000. Each ~~telephonic~~ notice by the Borrower pursuant to this Section 2.02(a) must be ~~confirmed promptly~~ by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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~~ 500,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term X-0 Xxxxxxxxx, Xxxx X-0 Borrowing, Term X-00 Xxxxxxxxx, Xxxx X-00 Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the ~~other~~ 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 and applicable Class of Loans to be borrowed, converted or continued, (iv) the ~~Class and~~ 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) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Pro Rata Share ~~or other applicable share provided for under this Agreement~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for the Borrowing on the Closing Date~~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(s) 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~~ funds in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing (other than a Term A-1 Borrowing) is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing (other than a Term A-1 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 ~~Loan,~~ Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans may be converted to or continued as ~~Eurodollar~~ Eurocurrency 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. The determination of the ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Revolving Credit Borrowings, Term ~~Borrowings~~A-1 Borrowing, 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 ~~five~~ twenty (520) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Credit Agreement (West Corp)

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Aimco Properties L.P.)

Borrowings, Conversions and Continuations of Loans. (a) Each Term B Borrowing, each Revolving Credit Borrowing, each conversion of Term B 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 p.m.~~, New York time,~~ (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate ~~Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term~~ 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, appropriately completed and signed by a Responsible Officer of the Borrower. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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 (or, in the case of Revolving Credit Loans, $500,000 or a whole multiple of $100,000 in excess thereof). Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 500,000 (or, in the case of Revolving Credit Loans, $250,000) or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term B Borrowing, a Revolving Credit Borrowing, a conversion of Term B Loans or Revolving Credit Loans from one Type to the ~~other~~ 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 ~~Class and~~ Type of Loans to be borrowed or to which existing Term B Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term B Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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. Notwithstanding anything to the contrary herein, a Swing Line Loan shall only be a Base Rate Loan and 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 ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the applicable ~~Class of~~ Term B 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ a Term B Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 Term B Borrowings, all conversions of Term B Loans from one Type to the other, and all continuations of Term B Loans as the same Type, there shall not be more than seven Interest Periods in effect in respect of the Term B 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 ~~(5)~~ Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans,~~ the ~~number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established~~Revolving Credit Facility. (f) ~~The failure~~ Anything in this Section 2.02 to the contrary notwithstanding, the Borrower may not select (i) Eurodollar Rate for the initial Credit Extension unless it shall have provided a satisfactory written funding indemnity or (ii) Interest Periods for Eurodollar Rate Loans that have a duration of ~~any Lender~~ more than one month during the period from the date hereof 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~~ date which is 90 days after the date of this Agreement (or such ~~Borrowing, but no Lender~~ earlier date upon which syndication shall have been completed as 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, specified in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 its sole discretion by the Administrative Agent in ~~accordance with the foregoing. A certificate of the Administrative Agent submitted~~ a written notice to ~~any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If~~ the Borrower and ~~such Lender shall pay such interest to~~ the Lenders). The Administrative Agent ~~for the same or an overlapping period, the Administrative Agent shall promptly remit to~~ will notify the Borrower ~~the amount~~ promptly upon completion of ~~such interest paid by the Borrower for such period. If such Lender pays its share~~ primary syndication 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 AgentFacilities.

Appears in 1 contract

Samples: First Lien Credit Agreement (Smart Balance, Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of Term 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than (1) 12:00 ~~p.m.,~~ noon New York ~~time, (i)~~ City time three ~~(3)~~ Business Days prior to the requested date of any Borrowing or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans or any conversion of Base Rate Loans to ~~Eurodollar~~ Eurocurrency Rate Loans, and (ii2) on 10:00 a.m. New York City time one Business Day prior to the requested date of any Borrowing of Base Rate Loans; ~~provided,~~ provided that the notice referred to in ~~subclause~~ clause (i1) above may be delivered no later than one ~~(1)~~ Business Day prior to the Closing Date in the case of ~~the Initial Term Loans~~initial Borrowings. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery (including via email) to the Administrative Agent of a written Committed Loan ~~Notice~~Notice (and will not be effective until so confirmed), appropriately completed and signed by a Responsible Officer of the Borrower. Except as otherwise provided in ~~Sections 2.12, 2.13 and~~ Section 2.14, each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be in a minimum principal amount of $~~5,000,000~~ 500,000, or a whole multiple of $~~1,000,000~~ 100,000 in excess thereof. Except as provided ~~in Sections 2.12, 2.13 and 2.14~~herein, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $~~1,000,000~~ 250,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a ~~Term~~ Borrowing, a conversion of Term 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 Term Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) wire instructions of the account(s) to which funds are to be ~~disbursed~~disbursed (it being understood, for the avoidance of doubt, that the amount to be disbursed to any particular account may be less than the minimum or multiple limitations set forth above so long as the aggregate amount to be disbursed to all such accounts pursuant to such Borrowing meets such minimums and multiples). If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Pro Rata Share or other applicable share provided for under this Agreement 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m.,~~ than 2:00 p.m. New York ~~time, and otherwise 2:00 p.m., New York time,~~ City time on the Business Day specified in the applicable Committed Loan Notice. ~~Upon satisfaction of the applicable conditions set forth in Section 4.01 for the Borrowing on the Closing Date, the~~ 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(s) 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 by the Borrower to (and reasonably acceptable to) the Administrative Agent. (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,~~ Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. ~~Upon~~ During the occurrence and ~~during the~~ continuation of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans may be converted to or continued as ~~Eurodollar~~ Eurocurrency 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. The determination of the ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~DBNY’s 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 ~~five~~ 5 (5or such greater amount as may be agreed by the Administrative Agent in its sole discretion) Interest Periods in ~~effect unless otherwise agreed between the Borrower and the Administrative Agent~~effect; provided that after the establishment of any new Class of Loans pursuant to ~~an Incremental Amendment,~~ a Refinancing ~~Amendment, an Extension~~ Amendment or ~~an amendment in respect of Replacement Loans~~Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three ~~(3)~~ Interest Periods for each applicable Class so established. (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., New York time, 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~~Section 2.02(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~~ promptly after written 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 (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Second Lien Credit Agreement (Jason Industries, Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Revolving Credit Borrowing, each conversion of ~~Term~~ 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by ~~telephone. Each such~~ (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be received by the Administrative Agent not later than 12:00 p.m., New York time, (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed ~~promptly~~ immediately by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice must be received by the Administrative Agent not later than (A) (i) 2:00 p.m. three (3) Business Days prior to the requested date of any Borrowing of, or conversion to or continuation of, Eurodollar Rate Loans, and (ii) 12:00 pm on the requested date of any Borrowing of, or conversion to, Base Rate Loans or (B) in the case of any Borrowing on the 2018 Refinancing Amendment Effective Date, (i) 12:00 p.m. two (2) Business Days prior to the requested date of such Borrowing of Eurodollar Rate Loans, and (ii) 12:00 pm on the requested date of such Borrowing of Base Rate Loans (or, in each case of clauses (A) and (B), such later time as may be agreed by the Administrative Agent in its sole discretion). Except as provided in ~~Sections 2.12, 2.13 and 2.14~~Section 2.14(a), each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a minimum principal amount of $~~5,000,000~~ 5,000,000, or a whole multiple of $~~1,000,000~~ 1,000,000, in excess thereof. Except as provided in ~~Sections 2.12~~Section 2.03(c), ~~2.13 and 2.14~~2.04(c), 2.14(a) or the last sentence of this paragraph, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a ~~Term~~ Revolving Credit Borrowing, a conversion of ~~Term~~ Revolving Credit Loans from one Type to the ~~other~~ 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 ~~Class and~~ Type of Loans to be borrowed or to which existing ~~Term~~ Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect ~~thereto and (vi) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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 Pro Rata Share ~~or other applicable share provided for under this Agreement~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation ~~of Loans~~ described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its applicable Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ 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 ~~4.01 for the Borrowing on the Closing Date~~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(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~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 Borrowing, 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 Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate ~~Loan,~~ Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the Administrative Agent or the Required ~~Facility~~ Lenders ~~under the applicable Facility~~ may require ~~by notice to the Borrower~~ that no Loans may be converted to or continued as Eurodollar 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the ~~Administrative Agent’s~~ Bank of America prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all ~~Term~~ Revolving Credit Borrowings, all conversions of ~~Term~~ Revolving Credit Loans from one Type to the other, and all continuations of ~~Term~~ Revolving Credit Loans as the same Type, there shall not be more than ~~five~~ twelve (512) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so establishedeffect. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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: Credit Agreement (Activision Blizzard, Inc.)

Appears in 1 contract

Samples: Credit Agreement (American Financial Realty Trust)

Borrowings, Conversions and Continuations of Loans. (a) Each Committed Borrowing, each Term A-1 Borrowing, each Term A-2 Borrowing, each conversion of ~~Term~~ 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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 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 ~~Base~~ Eurocurrency Rate Loans denominated in Dollars to ~~Eurodollar~~ 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~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be in a minimum principal amount the Dollar Equivalent of which is $~~5,000,000 or a whole multiple of $1,000,000 in excess thereof~~1,000,000. Except as provided in Sections ~~2.12, 2.13~~ 2.03(b) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount the Dollar Equivalent of which is $~~1,000,000 or a whole multiple of $500,000 in excess thereof~~500,000. Each Committed Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the Borrower is requesting a Committed Borrowing, a Term A-1 Borrowing, a Term A-2 Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 and Class ~~and Type~~ of Loans to be borrowed or continued or to which existing ~~Term~~ Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) ~~wire instructions~~ the Tranche and currency of ~~the account(s) to which funds are~~ any Committed Revolving Loans to be ~~disbursed~~borrowed or continued. If the Borrower fails to specify a currency in a Committed Loan Notice requesting a Committed Borrowing, then the Committed Revolving Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a Committed Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans~~ Notice with ~~an Interest Period of one (1) month. If~~ respect to a Committed Borrowing or if the Borrower fails to give a timely notice requesting a conversion or ~~continuation~~continuation of a Revolving Loan, then the applicable Loans shall be made as, or continued as, Eurocurrency Rate Loans with an Interest Period of one month; provided, however, that in the case of a failure to timely request a continuation of Committed Revolving 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. If the ~~same~~ Borrower fails to specify a Type of ~~Loan~~Loan in a Committed Loan Notice with respect to a Term Borrowing or if the Borrower fails to give a timely notice requesting a conversion or continuation of a Term Borrowing, ~~which if a Eurodollar~~ then the applicable Loans shall be made as, or continued as, Eurocurrency Rate ~~Loan, shall have a one-month~~ Loans with an Interest ~~Period~~Period of one month. Any such automatic ~~continuation of Eurodollar~~ 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. If the Borrower requests a Committed Borrowing but fails to specify a Tranche in any such Committed Loan Notice, then the applicable Loans shall be made as Dollar Tranche Loans if the request specifies Dollars (~~1) month~~or does not specify a currency), and as Alternative Currency Tranche Loans if the request specifies an Alternative Currency or if no unused Dollar Tranche Commitments exist. 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. (b) Following receipt of a Committed Loan ~~Notice~~Notice requesting a Committed Borrowing, the Administrative Agent shall promptly notify each applicable Revolving Lender of the amount (and currency) of its ~~Pro Rata Share or other applicable share provided for under this Agreement~~ Applicable Percentage of the applicable ~~Class~~ Committed Revolving Loans. Following receipt of ~~Loans~~a Committed Loan Notice requesting a Committed Borrowing denominated in an Alternative Currency, the Administrative Agent shall on or prior to the next following Business Day notify (i) each Alternative Currency Tranche Lender of both the Dollar Equivalent and the Alternative Currency Equivalent of its Applicable Percentage of such Committed Borrowing, and if (ii) all Alternative Currency Tranche Lenders and the Borrower of the aggregate Alternative Currency Equivalent and the Dollar Equivalent of such Committed Borrowing and the applicable Spot Rate used by the Administrative Agent to determine such Dollar Equivalent and Alternative Currency Equivalent. If no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Revolving Lender of the details of any automatic ~~continuation of Eurodollar~~ conversion to Base Rate Loans or continuation of Committed Revolving 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 ~~each~~ a Committed Borrowing or in the case of a Term Borrowing, each ~~Appropriate~~ applicable Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds for the applicable currency at the Administrative Agent’s Office not later ~~than~~than 2:00 p.m., in the case of ~~Borrowing on~~ any Committed Revolving Loan denominated in Dollars or in the ~~Closing Date, 10:00 a.m., New York time~~case of a Term Borrowing, and ~~otherwise 2:00 p.m.~~not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Revolving Loan in an Alternative Currency, ~~New York time,~~ in each case on the Business Day specified in the applicable Committed Loan Notice. In any event, a Revolving Lender may cause an Affiliate to fund or make the amount of its Loan available in accordance with the foregoing provisions. Upon satisfaction or waiver of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided, however, that if, on the date the Committed 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 Interest Period for such ~~Eurodollar~~ Eurocurrency Rate Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as ~~Eurodollar~~ Eurocurrency Rate ~~Loans~~Loans (whether in Dollars or any Alternative Currency) if the Administrative Agent has notified the Borrower that the Required Lenders have determined that such a continuation or conversion is not appropriate, and the Required Lenders may require 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 applicable 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 Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.~~ At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the applicable Lenders of any change in ~~the Administrative Agent~~Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Committed Borrowings, all Term A-1 Borrowings, all Term A-2 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 ~~five~~ fourteen (514) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 Agentall Loans.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Care Capital Properties, Inc.)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be made upon ~~the~~ a Borrower’s 's irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 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 or of any conversion of ~~Base~~ Eurocurrency Rate Loans denominated in Dollars to ~~Eurodollar~~ Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term Loans~~. Each telephonic notice by ~~the~~ a Borrower pursuant to this Section ~~2.02(a~~2.02 (a) must be confirmed promptly by delivery to the Administrative Agent of a written ~~Committed~~ Loan Notice, appropriately completed and signed by a Responsible Officer of ~~the Borrower~~such Xxxxxxxx. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ Each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be in a principal amount of ¥400,000,000 (or such amount's Dollar Equivalent) or a whole multiple of ¥40,000,000 (or such amount's Dollar Equivalent) in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each ~~Committed~~ Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 ~~Term~~ Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect ~~thereto~~ thereto, and (vi) ~~wire instructions~~ the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~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 Yen. If a Borrower fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the~~ Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans ~~shall~~ shall, unless the applicable Loans are prepaid in accordance with Section 2.03, be made as, or converted to or continued ~~as the same Type of Loan~~as, ~~which if a Eurodollar Rate Loan, shall have a one-month Interest Period. Any such automatic continuation of Eurodollar~~ Eurocurrency Rate Loans ~~shall be effective as of~~ in the ~~last day of the~~ applicable currency with an Interest Period ~~then in effect with respect to the applicable Eurodollar Rate Loans~~of one month. 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 ~~(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 ~~Committed~~ Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its ~~Pro Rata Share or other applicable share provided for under this Agreement~~ Applicable Percentage of the applicable ~~Class of Loans,~~ 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~~ other details of ~~any automatic continuation of Eurodollar Rate Loans or continuation of Loans described in Section 2.02(a)~~such Loans. In the case of ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan (which shall be its Applicable Percentage of such Borrowing) available to the Administrative Agent not later than 2:00 p.m. and in Same Day Funds at the Administrative Agent~~’s Office not later than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time~~'s Office, on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for the Borrowing on the Closing Date~~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(s)~~ account of the applicable Borrower on the books of ~~the Administrative Agent~~ Mizuho with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by such 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 Loan~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of ~~an Event of~~ a Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans (i) denominated in Yen may be continued for an Interest Period longer than one month or (ii) denominated in Dollars may be converted to or continued as ~~Eurodollar~~ Eurocurrency Rate Loans, in each case, 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~~ Eurocurrency 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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the ~~Borrower~~ Borrowers and the Lenders of any change in ~~the Administrative Agent’s~~ Mizuho's 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 ~~five (5)~~ ten Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentLoans.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Aflac Inc)

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 (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly, but in no event later than the applicable deadlines set forth below, by delivery to the Administrative Agent of a Loan Notice. Each such ~~notice~~ Loan Notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ (i) 11:00 a.m. three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of ~~Base~~ Eurodollar Rate Loans to ~~Eurodollar~~ Base Rate Loans, and (ii) on 3:00 p.m. the Business Day prior to the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, 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. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $~~1,000,000~~ 2,500,000 or a whole multiple of $~~500,000~~ 100,000 in excess thereof. Each ~~Committed~~ Loan Notice ~~(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~~ 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 ~~Class and~~ 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) wire instructions of the account(s) to which funds are to be disbursed~~thereto. If the Borrower fails to specify a Type of Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If~~ Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or ~~continued as the same Type of Loan~~converted to, ~~which if a Eurodollar~~ Base Rate ~~Loan, shall have a one-month Interest Period~~Loans. Any such automatic ~~continuation of Eurodollar~~ 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. 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 ~~Pro Rata Share or other~~ Applicable Percentage under the applicable ~~share provided for under this Agreement~~ Facility of the ~~applicable Class of~~ 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 ~~continuation of Eurodollar~~ conversion to Base Rate ~~Loans or continuation of~~ Loans described in Section 2.02(a). In the case of ~~each~~ a Term -40- Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Administrative Agent’s Office not later ~~than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise~~ than 2:00 ~~p.m., New York time,~~ p.m. on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 4.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the ~~account(s)~~ account of the Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Borrower; provided, however, that if, on the date a 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~~, unless~~ . During the ~~Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation~~ existence of an Event of Default, ~~the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that~~ no Loans may be requested as, converted to or continued as Eurodollar Rate ~~Loans~~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 ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in ~~the Administrative Agent~~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 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 ~~five (5)~~ 5 Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of ~~Replacement Loans~~the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the ~~number~~ other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than 5 Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 effect 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case respect of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentRevolving Credit Facility.

Appears in 1 contract

Samples: Credit Agreement (Helix Energy Solutions Group Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar~~ Eurocurrency Rate Loans shall be made upon the ~~Borrower~~Company’s irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than ~~12:00 p.m., New York time,~~ 11:00 a.m. (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days prior to the requested date of Borrowing or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans denominated in Alternative Currencies (or ~~any conversion~~ five Business Days in the case of ~~Base Rate Loans to Eurodollar Rate Loans,~~ a Special Notice Currency) and (iiiii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the ~~Borrower~~Company. ~~Except as provided in Sections 2.12, 2.13 and 2.14, each~~ 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. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of or conversion to Base Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, with respect to Alternative Currencies, unless the Administrative Agent otherwise agrees in its sole discretion, the Dollar Equivalent thereof). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each ~~Committed~~ Loan Notice (whether telephonic or written) shall specify (i) whether the ~~Borrower~~ Company is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 ~~Term~~ Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect ~~thereto and~~ thereto, (vi) ~~wire instructions~~ the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~borrowed (including whether such currency is an Alternative Currency) and (vii) if applicable, the Designated Borrower. If the ~~Borrower~~ Company fails to specify a currency in a Loan Notice, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of a Loan ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then~~ Notice or if the ~~applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Borrower~~ Company fails to give a timely notice requesting a conversion or continuation, 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 ~~the same Type~~ Eurocurrency Rate Loans in their original currency with an Interest Period of ~~Loan, which if a Eurodollar Rate Loan, shall have a one-month Interest Period~~one month. Any such automatic ~~continuation of Eurodollar~~ 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 ~~(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. 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 Pro Rata Share ~~or other applicable share provided for under this Agreement~~ of the applicable ~~Class of~~ Loans, and if no timely notice of a conversion or continuation is provided by the ~~Borrower~~Company, the Administrative Agent shall notify each Lender of the details of any automatic ~~continuation of Eurodollar~~ 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 ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on~~ any Loan denominated in Dollars and not later than the ~~Closing Date~~Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, ~~10:00 a.m., New York time, and otherwise 2:00 p.m., New York time,~~ in each case on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 5.02 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 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(s)~~ account of the applicable Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided ~~by the Borrower~~ to (and reasonably acceptable to) the Administrative ~~Agent~~Agent by the Company or 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, 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 a Default, ~~unless~~ no Loans made in Dollars may be requested as, converted to or continued as Eurocurrency Rate Loans without the ~~Borrower pays~~ consent of the ~~amount due~~Required Lenders, ~~if any, under Section 3.05~~ and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in ~~connection therewith~~Dollars be converted immediately to Base Rate Loans. ~~Upon~~ During the ~~occurrence and during the continuation~~ existence of an Event of Default, the ~~Administrative Agent~~ Required Lenders may demand that any or all of the ~~Required Facility Lenders under~~ then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid or redenominated into Dollars in the ~~applicable Facility may require by notice to~~ amount of the ~~Borrower that no Loans may be converted to or continued as Eurodollar Rate Loans~~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 ~~Eurodollar~~ Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of a manifest error. At any time ~~when~~ that Base Rate Loans are outstanding, the Administrative Agent shall notify the ~~Borrower~~ Company and the Lenders of any change in ~~the Administrative Agent~~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 ~~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 ~~five (5)~~ eight Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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 AgentEurocurrency Rate Loans.

Appears in 1 contract

Samples: Credit Agreement (Fti Consulting Inc)

Borrowings, Conversions and Continuations of Loans. (a) Each ~~Term~~ Borrowing, each conversion of ~~Term~~ Loans from one Type to the other, and each continuation of ~~Eurodollar~~ Eurocurrency Rate Loans or Alternative Currency Term Rate Loans shall be made upon the Company’s (or other applicable Borrower’s ’s) irrevocable notice to the Administrative Agent (provided that the notice in respect of the Initial Term Loans or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, may be conditioned on the closing of the Acquisition or such Permitted Acquisition or other acquisition, as applicable)Agent, which may be given by ~~telephone. Each such notice must be received by the Administrative Agent not later than 12:00 p.m., New York time,~~ (A) telephone or (B) a Loan Notice; provided that any telephonic CHAR1\1829960v3 (i) three ~~(3)~~ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurocurrency Rate Loans denominated in Dollars or of any conversion of 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 ~~Eurodollar Rate~~ Alternative Currency Loans or ~~any conversion of Base Rate~~ Loans ~~to Eurodollar Rate Loans~~denominated in Australian Dollars or New Zealand Dollars, and (iiiii) on the requested date of any Borrowing of Base Rate Loans~~; provided, that the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the Initial Term 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, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.12, 2.13 and 2.14, each Borrowing of, conversion to or continuation of ~~Eurodollar~~ Eurocurrency Rate Loans or Alternative Currency Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections ~~2.12, 2.13~~ 2.03(c) and ~~2.14~~2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each ~~Committed~~ Loan Notice ~~(whether telephonic or written)~~ shall specify (i) whether the applicable Borrower is requesting a ~~Term~~ Borrowing, a conversion of ~~Term~~ Loans from one Type to the ~~other~~ 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 ~~Class and~~ 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 and~~ thereto, (vi) ~~wire instructions~~ whether the Loans to be borrowed are Revolving A Loans, Revolving B Loans, Revolving C Loans, Revolving D Loans, the Term A Loan, the Term B-3 Loan, the Term B-4 Loan, or an Incremental Term Loan, and, as applicable, the currency of the ~~account(s) to which funds are~~ Loans to be ~~disbursed~~borrowed (it being understood that Eurocurrency Rate Loans may only be made in Dollars, Australian Dollars and New Zealand Dollars, and Base Rate Loans can only be made in Dollars), 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 ~~to be made~~ in a ~~Committed~~ Loan ~~Notice, then~~ Notice or if the Company or other applicable ~~Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the~~ Borrower fails to give a timely notice requesting a conversion or continuation, 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 Alternative Currency Loans (in the ~~same Type~~ case of ~~Loan, which if a Eurodollar~~ Loans denominated in an Alternative Currency) and Eurocurrency Rate ~~Loan, shall have a one-month~~ Loans (in the case of Loans denominated in Australian Dollars or New Zealand Dollars) in their original currency with an Interest ~~Period~~Period of one month. Any such automatic ~~continuation of Eurodollar~~ 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 or Alternative Currency Term Rate Loans in any ~~such Committed~~ Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one ~~(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 ~~Committed~~ Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its ~~Pro Rata Share or other applicable share provided for under this Agreement~~ Applicable Percentage of the applicable ~~Class of~~ 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 ~~continuation of Eurodollar~~ 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 ~~each~~ a Borrowing, each ~~Appropriate~~ Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later ~~than~~than 1:00 p.m., in the case of ~~Borrowing on the Closing Date, 10:00 a.m., New York time~~any Loan denominated in Dollars, and ~~otherwise 2:00 p.m.~~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 ~~York time~~Zealand Dollars, in each case on the Business Day specified in the applicable ~~Committed~~ Loan Notice. Upon satisfaction of the applicable conditions set forth in Section ~~4.01 for~~ 5.03 (and, if such Borrowing is the ~~Borrowing on the Closing Date~~initial Credit Extension, Section 5.02), 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(s)~~ account of ~~the~~ such Borrower on the books of ~~the Administrative Agent~~ Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided by the Borrower to (and reasonably acceptable to) the Administrative Agent. (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, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans may be converted to or continued as Eurodollar 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 when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s 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 five (5) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established. (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., New York time, on the date of such 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 Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the 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 any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower 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 Borrower the amount of such 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.CHAR1\1829960v3

Appears in 1 contract

Samples: Credit Agreement (Fleetcor Technologies Inc)

Common use of Borrowings, Conversions and Continuations of Loans Clause in Contracts