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, and each continuation of SOFR Loans, shall be made upon irrevocable notice by the Borrower to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.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 (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) four Business Days prior to the requested Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) Business Days before the requested Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall be 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. Each Borrowing of, conversion to or continuation of SOFR Loans shall be (i) in a principal amount of $1,000,000, or (ii) a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(d), each Borrowing of, or conversion 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. Notwithstanding the foregoing, the Delayed Draw Term Loans shall be available in Borrowings of not less than (i) $1,000,000, or (ii) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstanding.
Appears in 3 contracts
Samples: Credit Agreement (KLDiscovery Inc.), Credit Agreement (KLDiscovery Inc.), Credit Agreement (KLDiscovery Inc.)
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, and each continuation of Term SOFR Loans, Loans and/or Alternative Currency Term Rate Loans shall be made upon the Parent Borrower’s, ACUS’s, MI’s or any other applicable Tranche B Designated Subsidiary Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. (New York City time) three U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, to or continuation of, of Term SOFR Loans (or denominated in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date)Dollars, (ii) 1:00 p.m. one three Business Day Days prior to the requested date of any Term Borrowing of Base Rate Loans or conversion to an Alternative Currency Loan or, in the case of any conversion of SOFR Loans to Base Alternative Currency Term Rate Loans Loan, any continuation thereof and (iii) 1:00 p.m. one Business Day prior to on the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that if the applicable Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, (x) Term SOFR Loans having an Interest Period of twelve other than one or three months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) 11:00 a.m., four U.S. Government Securities Business Days prior to the requested Borrowingdate of such Borrowing of, conversion to or continuation or conversion date, as applicableof Term SOFR Loans denominated in Dollars, whereupon the Administrative Agent shall give prompt notice to the Appropriate affected Lenders of such request and determine whether the requested Interest Period is acceptable to all of them or (andy) Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the requested date of such Borrowing or continuation of Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. If a different Interest Period is requested, not later than 2:00 p.m. 11:00 a.m. (New York City timex) three (3) U.S. Government Securities Business Days before the requested Borrowingdate of such Borrowing of, conversion to or continuation or conversion date, as applicableof Term SOFR Loans denominated in Dollars, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate affected Lenders or (y) four Business Days prior to the requested date of such Borrowing or continuation of Alternative Currency Term Rate Loans, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders). Each telephonic notice by the applicable Borrower pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of of, as applicable, Term SOFR Loans or Alternative Currency Loans shall be (i) in a principal amount of $1,000,000, 5,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereofthereof (or, in the case of a Borrowing, a principal amount equal to the remaining available amount of the Tranche B Commitment). Except as provided in Section 2.03(d2.03(c), each Borrowing of, of or conversion to, to Base Rate Loans shall be (i) in a principal amount of $1,000,000, 500,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof. Notwithstanding Each Loan Notice (whether telephonic or written) shall specify (i) whether the foregoingapplicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, as applicable, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the currency and principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted and (v) if applicable, the Delayed Draw Term duration of the Interest Period with respect thereto. If such 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 Loan in a Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or converted to, Base Rate Loans denominated in Dollars; 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 Loans (iiin their original currency) if with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in excess thereofeffect with respect to the applicable Term SOFR Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Loan may be converted into or continued as a whole multiple Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of $500,000 or, if less, such Revolving Loan and reborrowed in the unfunded Delayed Draw Commitments then outstandingother currency.
Appears in 2 contracts
Samples: Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Arch Capital Group Ltd.)
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, and each continuation of SOFR Loans, Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be initially given by telephone as provided below. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. 11:00 a.m. (New York City time) three (3) Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, SOFR Loans (Eurodollar Rate Loans, or in the case of any such Borrowing conversion of Eurodollar Rate Loans to be made on the Closing Date, one Business Day prior to the Closing Date), Base Rate Loans and (ii) 1:00 p.m. 11:00 a.m. (New York City time) one (1) Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurodollar Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written , (x) the applicable notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. (New York City time) four (4) Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them and (and, y) not later than 2:00 p.m. 10:00 a.m. (New York City time) three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been so consented to by all the Appropriate Lenders). Each written notice by the Borrower pursuant to this Section 2.02(a) shall be delivered by the Borrower to the Administrative Agent in the form of a written Committed Loan Notice, and each telephone notice shall be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice, in each case, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of SOFR Eurodollar Rate Loans shall be (i) in a principal amount of $1,000,000, 1,000,000 or (ii) a whole multiple of $500,000 250,000 in excess thereof. Except as provided in Section 2.03(d2.03(c), each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount of $1,000,000, 500,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof. Notwithstanding Each Committed Loan Notice shall specify (i) whether the foregoingBorrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted and (v) if applicable, the Delayed Draw duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or (ii) if converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in excess thereofeffect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, a whole multiple conversion to, or continuation of $500,000 orEurodollar Rate Loans in any such Committed Loan Notice, if lessbut fails to specify an Interest Period, the unfunded Delayed Draw Commitments then outstandingBorrower will be deemed to have specified an Interest Period of one month.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Keyw Holding Corp), Credit Agreement (Keyw Holding 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, and each continuation of SOFR Loans, Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.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 (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) four Business Days prior to the requested Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) Business Days before the requested Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Noticenotice, appropriately completed and signed by a Responsible Officer of the Borrower, to the Administrative Agent. Each such notice must be received by the Administrative Agent substantially in the form attached hereto as Exhibit A, (i) in the case of a SOFR Loan, not later than noon, New York City time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing or (ii) in the case of a Base Rate Loan, not later than noon, New York City time, on the Business Day immediately preceding the proposed Borrowing; provided that, with respect to a Borrowing of Delayed Draw Term Loans, notice must be received not later than noon, New York City time, seven (7) Business Days before the date of the proposed Borrowing. Each Borrowing of, conversion to or continuation of SOFR Loans shall be (i) in a principal amount of $1,000,000, the Borrowing Minimum or (ii) a whole multiple of $500,000 the Borrowing Multiple in excess thereof. Except as provided in Section 2.03(d), each Each Borrowing of, of or conversion to, to Base Rate Loans shall be (i) in a principal amount of $1,000,000, the Borrowing Minimum or (ii) a whole multiple of $500,000 the Borrowing Multiple in excess thereof. Notwithstanding the foregoing, the Delayed Draw Term Loans Each Committed Loan Notice shall be available in Borrowings of not less than specify (i) $1,000,000whether the Borrower is requesting a Term Borrowing, a conversion of Loans from one Type to the other, or a continuation of SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the Class and principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if in excess thereof, a whole multiple of $500,000 or, if lessapplicable, the unfunded Delayed Draw Commitments then outstanding.duration of the Interest Period with respect thereto and (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02
Appears in 2 contracts
Samples: Term Loan Credit Agreement (RumbleOn, Inc.), Term Loan Credit Agreement (RumbleOn, Inc.)
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 of a given Class from one Type to the other, and each continuation of SOFR Loans, Eurocurrency Rate Loans and CDOR Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative AgentAgent (provided that, subject to Section 3.05, the notice in respect of the initial Borrowings on the Closing Date, or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, or in connection with any Borrowing or Extension, as applicable, under an Incremental Amendment, Refinancing Amendment, amendment in respect of Replacement Term Loans or Extension Amendment, may be conditioned on, with respect to the funding of the initial Borrowing under this Agreement, the closing of the Original Transaction, the First Amendment Transactions or, with respect to any future Borrowing under this Agreement, such Permitted Acquisition or other acquisition or any such Borrowing or Extension under an Incremental Amendment, Refinancing Amendment, amendment in respect of Replacement Term Loans or Extension Amendment, as applicable), which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. 11:00 a.m. (New York City time) (i) three (3) Business Days prior to the requested date of any Borrowing of, or continuation of Eurocurrency Rate Loans and CDOR Rate Loans or any conversion of Base Rate Loans to, to Eurocurrency Rate Loans or continuation of, SOFR Canadian Prime Rate Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), CDOR Rate Loans and (ii) 1:00 p.m. one (1) Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or Canadian Prime Rate Loans or conversion of any conversion of SOFR Eurocurrency Rate Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base or CDOR Rate Loans or of any conversion of SOFR Loans to Base Canadian Prime Rate LoanLoans; provided, however, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurodollar Rate Loans to, SOFR or CDOR Rate Loans having an Interest Period of twelve other than one, two, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) 11:00 a.m. four Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (New York City time) 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each telephonic notice by the Borrower pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Sections 2.14 and 2.15, each Borrowing of, conversion to or continuation of SOFR Eurocurrency Rate Loans and CDOR Rate Loans shall be (i) in a principal amount of $1,000,000, 1,000,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof, or C$1,000,000 or a whole multiple of C$100,000 in excess thereof, as applicable. Except as provided in Section 2.03(d)Sections 2.14 and 2.15, each Borrowing of, of or conversion to, to Base Rate Loans or Canadian Prime Rate Loans shall be (i) in a principal amount of $1,000,000, 500,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof, or of C$500,000 or a whole multiple of C$100,000 in excess thereof, as applicable. Notwithstanding Each Loan Notice (whether telephonic or written) shall specify (i) the foregoingClass of the Borrowing requested and whether the Borrower is requesting the making of new Loans of the respective Class, a conversion of Term Loans (of a given Class) from one Type to the other, or a continuation of Eurocurrency Rate Loans or CDOR Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans are to be converted and (v) if applicable, the Delayed Draw duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, as applicable (iiunless the Loan being continued is a Eurocurrency Rate Loan or CDOR Rate Loan, in which case it shall be continued as a Eurocurrency Rate Loan, as applicable, with an Interest Period of one (1) if month). Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans, as applicable, or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in excess thereofeffect with respect to the applicable Eurocurrency Rate Loans or CDOR Rate Loans. If the Borrower requests a Borrowing of, a whole multiple conversion to, or continuation of $500,000 orEurocurrency Rate Loans or CDOR Rate Loans in any such Loan Notice, if lessbut fails to specify an Interest Period, the unfunded Delayed Draw Commitments then outstandingit will be deemed to have specified an Interest Period of one (1) month.
Appears in 2 contracts
Samples: Assignment and Assumption (GFL Environmental Holdings Inc.), Credit Agreement (GFL Environmental Holdings Inc.)
Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit BorrowingBorrowing of Loans, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the otheranother, and each continuation of SOFR Loans, Eurodollar RateTerm Benchmark Loans shall be made upon the Borrower’s irrevocable written notice by the Borrower to the Administrative AgentAgent by (x) in the case of a Borrowing of Loans, submitting a Borrowing Request and (y) in the case of a conversion of Loans from one Type to another or a continuation of Eurodollar RateTerm Benchmark Loans, submitting an Interest Election Request. Each such notice must be in writing and Borrowing Request or Interest Election Request must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. (New York City time) three U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar RateTerm Benchmark Loans or of any conversion of Eurodollar RateTerm Benchmark Loans to Base Rate Loans or LIBOR Floating Rate Loans, (ii) , (ii) five U.S. Government Securities Business prior to the requested date of Borrowing of RFR Loans and (iii) on the requested date of any Borrowing of Base Rate Loans to, or continuation of, SOFR any conversion of LIBOR Floating RateRFR Loans to Base Rate Loans and (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (iiiii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of LIBOR Floating Rate Loans or any conversion of Base Rate Loans or of any conversion of SOFR Loans to Base LIBOR Floating Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurodollar Rate Loans to, SOFR Loans having an Interest Period of twelve other than one, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) 11:00 a.m. four Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (New York City time) 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall be 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. Each Borrowing of, conversion to or continuation of SOFR Eurodollar RateTerm Benchmark Loans shall be (i) in a principal amount of $1,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c), each Borrowing of or (ii) conversion to Base Rate Loans or LIBOR Floating RateRFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except Each Borrowing Request and Interest Election Request shall specify (i) the requested date of the Borrowing, conversion or continuation, as provided in Section 2.03(dthe case may be (which shall be a Business Day), each (ii) the principal amount of Loans to be borrowed, converted or continued, as the case may be, (iii) the Type of Loans to be borrowed or the Type of Loans to be converted and the Type of Loans which such existing Loans are to be converted, and (iv) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Borrowing Request or Interest Election Request 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, LIBOR Floating RateRFR Loans. Any such automatic conversion to LIBOR Floating RateRFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable EurodollarTerm Benchmark Rate Loans. If the Borrower requests a Borrowing of, or conversion to, Base Rate or continuation of Eurodollar RateTerm Benchmark Loans shall in any such Borrowing Request or Interest Election Request, but fails to specify an Interest Period, it will be (i) in a principal amount deemed to have specified an Interest Period of $1,000,000, or (ii) a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, the Delayed Draw Term Loans shall be available in Borrowings of not less than (i) $1,000,000, or (ii) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingone month.
Appears in 2 contracts
Samples: Credit Agreement (Istar Inc.), Credit Agreement (Safehold Inc.)
Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit BorrowingBorrowing (other than Swing Line Borrowings with respect to which this Section 2.02 shall not apply), each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of SOFR Loans, Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be initially given by telephone as provided below. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 12:00 p.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 (or in the case of any such Borrowing to be made on the Closing DateEurodollar Rate Loans, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Eurodollar Rate Loans to Base Rate Loans and (iiiii) 1:00 12:00 p.m. one Business Day prior to (New York City time) on the day of the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurodollar Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written , (x) the applicable notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. (New York City time) four Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them and (and, y) not later than 2:00 p.m. 10:00 a.m. (New York City time) three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been so consented to by all the Appropriate Lenders). Each written notice by the Borrower pursuant to this Section 2.02(a) shall be delivered by the Borrower to the Administrative Agent in the form of a written Committed Loan Notice, and each telephone notice shall be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice, in each case, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of SOFR Eurodollar Rate Loans shall be (i) in a principal amount of $1,000,000, 1,000,000 or (ii) a whole multiple of $500,000 250,000 in excess thereof. Except as provided in Section 2.03(d2.03(c), each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount of $1,000,000, 500,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof. Notwithstanding Each Committed Loan Notice shall specify (i) whether the foregoingBorrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted and (v) if applicable, the Delayed Draw duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or (ii) if converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in excess thereofeffect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, a whole multiple conversion to, or continuation of $500,000 orEurodollar Rate Loans in any such Committed Loan Notice, if lessbut fails to specify an Interest Period, the unfunded Delayed Draw Commitments then outstandingBorrower will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary contained herein, the Borrower shall not, at any time, be permitted to obtain or convert a Eurodollar Rate Loan that is denominated in an Alternate Currency into a Base Rate Loan.
Appears in 2 contracts
Samples: Credit Agreement (Visteon Corp), Credit Agreement (Visteon 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, and each continuation of SOFR Loans, Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative 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 in writing and must be received by the Administrative Agent not later than (i) 1:00 p.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 (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City timei) (x) three Business Days prior to the requested date of any Revolving Credit Borrowing or Term Loan Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Loans or, (y) on any date prior to the termination of the Availability Period with respect to the Term Loans, eight Business Days prior to such requested date of any such Revolving Credit Borrowing or Term Loan Borrowing and (ii) (x) on the requested date of any Revolving Credit Borrowing or Term Loan Borrowing of Base Rate Loans or (y) on any date prior to the termination of the Availability Period with respect to the Term Loans, three Business Days prior to such requested date of any such Revolving Credit Borrowing or Term Loan Borrowing; provided however that such notice with respect to the Initial Tranche A Term Loan Funding must be received by the Administrative Agent not later than 1:00 p.m. one Business Day prior to such Term Loan Borrowing; provided further that if the Borrower wishes to request Eurocurrency 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 must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation or conversion date, as applicableof Eurocurrency Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders under the applicable Facility of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (New York City time) 1:00 p.m., three (3) Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans having an Interest period other than one, two, three or conversion date, six months in duration as applicableprovided in the definition of “Interest Period”, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate such Lenders). Each notice pursuant to this Section 2.02(a) shall be 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. Each Revolving Credit Borrowing of, conversion to or continuation of SOFR Eurocurrency Rate Loans shall be (i) in a principal amount of $1,000,000, 5,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Except as provided in Section 2.03(dSections 2.03(c) and 2.04(c), each Revolving Credit Borrowing of, of or conversion to, to Base Rate Loans shall be (i) in a principal amount of $1,000,000, 500,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing and/or a Term Loan Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing(s), conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans and/or Term Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of 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. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan. Notwithstanding the foregoingabove, the Delayed Draw all Term Loans shall automatically be available in Borrowings of not less than (i) $1,000,000, or (ii) if in excess thereof, a whole multiple of $500,000 or, if less, converted into Fixed Rate Loans on the unfunded Delayed Draw Commitments then outstandingAmendment No. 16 Effective Date.
Appears in 2 contracts
Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (B. Riley Financial, Inc.)
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, and each continuation of SOFR Loans, LIBOR Periodic Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, to or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base LIBOR Periodic Rate Loans or of any conversion of SOFR LIBOR Periodic Rate Loans to Base LIBOR Daily Floating Rate Loans or any conversion of LIBOR Daily Floating Rate Loans to LIBOR Periodic Rate Loans, and (iiiii) 1:00 p.m. one Business Day prior to on the requested date of any Revolving Credit Borrowing of Base LIBOR Daily Floating Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base LIBOR Periodic Rate Loans to, SOFR Loans having an Interest Period of twelve other than one, two, or three months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) 11:00 a.m. four Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (andthem. If the foregoing proviso is applicable, not later than 2:00 p.m. (New York City time) 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each telephonic notice by the Borrower pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of SOFR LIBOR Periodic Rate Loans shall be (i) in a principal amount of $1,000,000, 2.0 million or (ii) a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(d2.03(c), each Borrowing of, of or conversion to, Base to LIBOR Daily Floating Rate Loans shall be (i) in a principal amount of $1,000,000, 500,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof. Notwithstanding Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the foregoingBorrower is requesting a Revolving Credit Borrowing, a conversion of Revolving Credit Loans from one Type to the other, or a continuation of LIBOR Periodic Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the Delayed Draw Term duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or (ii) if Table of Contents converted to, LIBOR Daily Floating Rate Loans. Any such automatic conversion to LIBOR Daily Floating Rate Loans shall be effective as of the last day of the Interest Period then in excess thereofeffect with respect to the applicable LIBOR Periodic Rate Loans. If the Borrower requests a Borrowing of, a whole multiple conversion to, or continuation of $500,000 orLIBOR Periodic Rate Loans in any such Committed Loan Notice, if lessbut fails to specify an Interest Period, the unfunded Delayed Draw Commitments then outstandingit will be deemed to have specified an Interest Period of one month.
Appears in 1 contract
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, and each continuation of SOFR Loans, Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 2:00 p.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 Eurodollar Rate Loans, or of any conversion of Eurodollar Rate Loans to Base Rate Loans (or in provided that with respect to the case Term Borrowing consisting of any such Borrowing to be made Initial Term Loans on the Closing Date or the Term Borrowing consisting of Term B Loans on the First Amendment Effective Date, one Business Day prior to such notice may be received by the Closing Date), Administrative Agent not later than 9:00 a.m. (New York City time) on the requested date of such Borrowing) and (ii) 1:00 12:00 p.m. one Business Day prior to (New York City time) on the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that (other than in case of any Borrowing of Eurodollar Rate Loans on the Closing Date) if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurodollar Rate Loans to, SOFR Loans having an Interest Period of twelve other than one, two, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written , the applicable notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. (New York City time) four five Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. 10:00 a.m. (New York City time) three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each written notice by the Borrower pursuant to this Section 2.02(a) shall be delivered by the Borrower to the Administrative Agent in the form of a Committed Loan Notice, and each telephone notice shall be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, in each case, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of SOFR Eurodollar Rate Loans shall be (i) in a principal amount of $1,000,000, 5,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Except as provided in Section 2.03(dSections 2.03(c) and 2.04(b), each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount of $1,000,000, 1,000,000 or (ii) a whole multiple of $500,000 in excess thereof. Notwithstanding Each Committed Loan Notice shall specify (i) whether the foregoingBorrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Tranche is to be converted and (v) if applicable, the Delayed Draw duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or (ii) if converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in excess thereofeffect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingSwing Line Loan may not be converted to a Eurodollar Rate Loan.
Appears in 1 contract
Samples: Credit Agreement (Chicagoland Television News, LLC)
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 any Borrowing from one Type to the other, and each continuation of SOFR Loans, shall any Eurodollar Rate Borrowing will be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. (12:00 noon, New York City time, three (3) three Business Days prior to the requested date of any Borrowing of, or conversion of Base Rate Loans to, to or continuation of, SOFR Eurodollar Rate Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), and (ii) 1:00 p.m. one Business Day prior to 10:00 a.m., New York City time, on the requested date of any Term Borrowing of of, or conversion to, Base Rate Loans or of Loans; provided that if the Borrower specifies a Pre-Funding Date in any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to Loan Notice, then such Loan Notice must be received by the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanAdministrative Agent not later than 10:00 a.m., New York City time, on the Pre-Funding Date; provided, provided further that if the Borrower wishes to request a Eurodollar Rate Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve other than one, two, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written ”, the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (12:00 noon, New York City time, four (4) four Business Days prior to the requested date of such Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall will give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (12:00 noon, New York City time) , three (3) Business Days before the requested date of such Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall will notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each telephonic notice by the Borrower pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by hand delivery, fax or e-mail to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Loan shall be made as part of a Borrowing ofconsisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. Each Borrowing initially shall be of the Type specified in the applicable Loan Notice and, in the case of a Eurodollar Rate Borrowing, each Borrowing shall have an initial Interest Period as specified in such applicable Loan Notice. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Eurodollar Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.02(a). The Borrower may elect different conversion or continuation options with respect to different portions of the affected Borrowing (and all references herein to conversion or continuation of SOFR Loans a Borrowing shall be (i) understood to include any such election of different options with respect thereto), in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. At the commencement of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in a principal amount of $1,000,000, 5,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Except as provided in Section 2.03(d)At the Closing Date, each Borrowing of, or conversion to, Base Rate Loans Borrowing shall be (i) in a principal amount of $1,000,000, 5,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Notwithstanding the foregoing, the Delayed Draw Term Loans shall be available in Borrowings of not less than Each Loan Notice (whether telephonic or written) will specify (i) $1,000,000whether the Borrower is requesting a Borrowing, a conversion of any Borrowing from one Type to the other, or a continuation of any Eurodollar Rate Borrowing, (ii) whether such Borrowing is a Three Year Borrowing or a Five Year Borrowing, (iii) the requested date of such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), and if in excess applicable, the anticipated Closing Date and the requested Pre-Funding Date, (iv) the aggregate principal amount of Loans to be borrowed or the existing Borrowing that is to be converted or continued (and, if different conversion or continuation options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing), (v) the Type of each requested resulting Borrowing, provided that if any Loan Notice specifies a whole multiple Pre-Funding Date, then the requested Borrowing shall initially be a Base Rate Borrowing, (vi) the duration of $500,000 or, the Interest Period with respect to each requested resulting Eurodollar Rate Borrowing and (vii) if lessapplicable, the unfunded Delayed Draw Commitments location and number of the account of the Borrower to which funds are to be disbursed, which account shall be located in New York City, Switzerland or another jurisdiction acceptable to the Administrative Agent. If the Borrower fails to specify a Type of the requested Loans in a Loan Notice, then outstandingthe applicable Loans will be made as Base Rate Loans. If the Borrower fails to give timely notice requesting a conversion or continuation of any Eurodollar Rate Borrowing, such Eurodollar Rate Borrowing will be continued with an Interest Period of one month. If the Borrower requests a Borrowing of, or conversion to or continuation of, Eurodollar Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Term Revolving Borrowing, each Revolving Credit Offshore Currency Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of SOFR Loans, Revolving Loans or Offshore Currency Loans as the same Type shall be made upon the US Borrower's irrevocable notice by the Borrower to the Administrative Agent, which notice shall be irrevocable (subject to Section 3.03) and which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than noon, New York time, (i) 1:00 p.m. (New York City time) three Business Days prior to the requested date of any Revolving Borrowing of, conversion of Base Rate Loans to, to or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date)Eurodollar Rate Loans, (ii) 1:00 p.m. one four Business Day Days prior to the requested date of any Term Offshore Currency Borrowing or continuation of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans Offshore Currency Loans, and (iii) 1:00 p.m. one Business Day prior to on the requested date of any conversion of Eurodollar Rate Loans to Base Rate Loans, and of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that if the US Borrower wishes to request a Borrowing ofEurodollar Rate Loans, or a continuation the US Borrower wishes to request on behalf of or a conversion of Base Rate Loans tothe Dutch Borrower Offshore Currency Loans, SOFR Loans having an Interest Period of twelve other than one, two, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “"Interest Period,” such written ", the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (noon, New York City time) , four Business Days prior to the requested date of Revolving Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) Business Days before the requested Offshore Currency Borrowing, continuation conversion or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders)continuation. Each such telephonic notice pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan NoticeNotice of Borrowing or Notice of Conversion/Continuation as the case may be, appropriately completed and signed by a Responsible Officer of the BorrowerUS Borrower or a Person designated in writing to the Administrative Agent by such Responsible Officer to request Revolving Loans or Offshore Currency Loans (and with respect to which specimen signatures have been provided), convert/continue Revolving Loans or continue Offshore Currency Loans. Each Revolving Borrowing of, Offshore Currency Borrowing of, and each conversion to or continuation of SOFR Loans of any Type shall be (i) in a principal Dollar Equivalent amount of $1,000,000, 2,500,000 or (ii) a whole Dollar Equivalent multiple of $500,000 in excess thereof. Except Each Notice of Borrowing or Notice of Conversion/Continuation, as provided in Section 2.03(dapplicable (whether telephonic or written), each Borrowing ofshall specify (i) whether the US Borrower is requesting a Revolving Borrowing, an Offshore Currency Borrowing, a conversion of Revolving Loans from one Type to the other, or a continuation of Revolving Loans or Offshore Currency Loans as the same Type, (ii) the requested date of the Revolving Borrowing, Offshore Currency 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) if applicable, the Type of Revolving Loans to be borrowed or to which existing Revolving Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. With respect to Revolving Loans in Dollars, if the US Borrower fails to specify a Type of Loan in a Notice of Borrowing or Notice of Conversion/Continuation or if the US Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made or continued as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be (i) effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the US Borrower requests a principal amount of $1,000,000Revolving Borrowing of, conversion to, or (ii) a whole multiple continuation of $500,000 Eurodollar Rate Loans or Offshore Currency Borrowing of or continuation of Offshore Currency Loans in excess thereof. Notwithstanding the foregoingany such Notice of Borrowing or Notice of Conversion/Continuation, the Delayed Draw Term Loans shall but fails to specify an Interest Period, it will be available in Borrowings deemed to have specified an Interest Period of not less than (i) $1,000,000, or (ii) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingone month.
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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 of a given Class from one Type to the other, and each continuation of SOFR Loans, Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable written notice by to the Borrower Administrative Agent substantially in the form of a Loan Notice or in writing in any other form reasonably acceptable to the Administrative Agent, in each case appropriately completed and signed by a Responsible Officer of the Borrower (provided that the notice in respect of the initial Borrowings on the Closing Date, or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, or in connection with any Borrowing or Extension, as applicable, under an Incremental Amendment, Refinancing Amendment, amendment in respect of Replacement Term Loans or Extension Amendment, may be conditioned on, with respect to the funding of the initial Borrowing under this Agreement, the closing of the Transaction or, with respect to any future Borrowing under this Agreement, such Permitted Acquisition or other acquisition or any such Borrowing or Extension under an Incremental Amendment, Refinancing Amendment, amendment in respect of Replacement Term Loans or Extension Amendment, as applicable). Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.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 (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) four Business Days prior to the requested Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) Business Days before prior to the requested Borrowingdate of any Borrowing or continuation of Eurocurrency Rate Loans, continuation (ii) 12:00 p.m. (New York City time) on the Business Day of any proposed Borrowing of Base Rate Loans (or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented of Eurocurrency Rate Loans to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(aBase Rate Loans) shall be delivered and (iii) 1:00 p.m. (New York City time) one (1) Business Day prior to the Administrative Agent Closing Date with respect to any Loans incurred on the Closing Date. Except as provided in the form of a written Committed Loan NoticeSections 2.14 and 2.15, appropriately completed and signed by a Responsible Officer of the Borrower. Each each Borrowing of, conversion to or continuation of SOFR Eurocurrency 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 thereofthereof in the case of Term Loans or Revolving Credit Loans. Except as provided in Section 2.03(dSections 2.03(c), 2.04(c), 2.14 and 2.15, 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. Notwithstanding Each Loan Notice shall specify (i) the foregoingClass of the Borrowing requested and whether the Borrower is requesting the making of new Loans of the respective Class, a conversion of Term Loans or Revolving Credit Loans (of a given Class) from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted and (v) if applicable, the Delayed Draw duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or converted to, Base Rate Loans (iiunless the Loan being continued is a Eurocurrency Rate Loan, in which case it shall be continued as a Eurocurrency Rate Loan with an Interest Period of one month). Any such automatic conversion to Base Rate Loans or continuation 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 Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingmonth.
Appears in 1 contract
Samples: Credit Agreement (Solo Brands, Inc.)
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, and each continuation of SOFR Loans, Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent not later than, other than in the case of the Borrowing of Initial Term Loans on the Closing Date, (i) 1:00 p.m. 11:00 a.m. (New York City time) (x) three (3) Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, SOFR Loans (Eurodollar Rate Loans, or in the case of any such Borrowing conversion of Eurodollar Rate Loans to be made on the Closing DateBase Rate Loans, and (y) one Business Day prior to the Closing Date), (ii1) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurodollar Rate Loans to, SOFR Loans having an Interest Period of twelve other than one, two, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time) four five (5) Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, and not later than 2:00 p.m. 10:00 a.m. (New York City time) three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders)Lenders and (ii) solely in the case of the Borrowing of Initial Term Loans on the Closing Date, 10:00 a.m. (New York City time) on the Closing Date. Each notice by the Borrower pursuant to this Section 2.02(a) shall be delivered by the Borrower to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to to, or continuation of SOFR of, Eurodollar Rate Loans shall be (i) in a principal amount of $1,000,000, 3,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Except as provided in Section 2.03(d), each Each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount of $1,000,000, 1,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Notwithstanding Each Committed Loan Notice shall specify (i) whether the foregoingBorrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the applicable Tranche, (iii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iv) the principal amount of Loans to be borrowed, converted or continued, (v) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (vi) if applicable, the Delayed Draw Term duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (ii1) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingmonth.
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Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each Term A Borrowing, each conversion of Base Rate Loans to Term SOFR Loans, each conversion of Term SOFR Loans to Base Rate Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the othereach continuation of Term SOFR Loans, and each continuation of SOFR Alternative Currency Term Rate Loans, in each case, shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by (i) telephone, or (ii) 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 must be in writing and Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. (New York City timeA) three Business Days (or, in the case of a Committed Loan Notice for a Term A Borrowing, two 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 toLoans, or continuation of, SOFR Loans (B) four Business Days (or five Business Days in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (iia Special Notice Currency) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing or continuation of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans Alternative Currency Loans, and (iiiC) 1:00 p.m. one Business Day prior to on the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Alternative Currency Term Rate Loans toor Term SOFR Loans, SOFR Loans as applicable, having an Interest Period of twelve other than one, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City timei) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Term SOFR Loans, or conversion date, as applicable(ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing or continuation of Alternative Currency Loans, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. 11:00 a.m., (New York City timei) three (3) Business Days before the requested date of such Borrowing, conversion or continuation of Term SOFR Loans, or conversion date, as applicable(ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing or continuation of Alternative Currency Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall be 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. Each Borrowing of, conversion to or continuation of Alternative Currency Loans or Term SOFR Loans Loans, as applicable, shall be (i) in a principal amount of the Dollar Equivalent of $1,000,000, 5,000,000 or (ii) a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof. Except as provided in Section 2.03(dSections 2.03(c) and 2.04(c), each Borrowing of, of or conversion to, to Base Rate Loans shall be (i) in a principal amount of $1,000,000, 500,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof. Notwithstanding Each Committed Loan Notice shall specify (1) whether the foregoingBorrower is requesting a Revolving Credit Borrowing, a Term A Borrowing, a conversion of Base Rate Loans to Term SOFR Loans, a conversion of Term SOFR Loans to Base Rate Loans, a continuation of Term SOFR Loans, or a continuation of Alternative Currency Term Rate Loans, as the case may be, (2) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (3) the principal amount of Loans to be borrowed, converted or continued, (4) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (5) if applicable, the Delayed Draw Term duration of the Interest Period with respect thereto, and (6) the currency of the Loans to be 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 Revolving Credit Loan in a Committed Loan Notice then the applicable Revolving Credit Loans shall be available made as Base Rate Loans and if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be continued as Alternative Currency Term Rate Loans or Term SOFR Loans, as appliable, in Borrowings their original currency with an Interest Period of not less than (i) $1,000,000one month. If the Borrower fails to specify a Type of Term A Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term A Loans shall be made as, or (ii) if converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in excess thereofeffect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Alternative Currency Term Rate Loans or Term SOFR Loans, as applicable, in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a whole multiple Swing Line Loan may not be converted to a Term SOFR 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 $500,000 or, if less, such Loan and reborrowed in the unfunded Delayed Draw Commitments then outstandingother currency.
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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, and each continuation of SOFR Eurocurrency Rate Loans, shall be made upon irrevocable notice by the Borrower to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.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 Eurocurrency Rate Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Eurocurrency Rate Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Eurocurrency Rate Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Eurocurrency Rate Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) four Business Days prior to the requested Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) Business Days before the requested Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall be 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. Each Borrowing of, conversion to or continuation of SOFR Eurocurrency Rate Loans shall be (i) in a principal amount of $1,000,000, or (ii) a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(d), each Borrowing of, or conversion 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. Notwithstanding the foregoing, the Delayed Draw Term Loans shall be available in Borrowings of not less than (i) $1,000,000, or (ii) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstanding.
Appears in 1 contract
Samples: Credit Agreement (KLDiscovery Inc.)
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, and each continuation of SOFR Loans, Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative 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 in writing and must be received by the Administrative Agent not later than (i) 1:00 p.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 (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City timei) (x) three Business Days prior to the requested date of any Revolving Credit Borrowing or Term Loan Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Loans or, (y) on any date prior to the termination of the Availability Period with respect to the Term Loans, eight Business Days prior to such requested date of any such Revolving Credit Borrowing or Term Loan Borrowing and (ii) (x) on the requested date of any Revolving Credit Borrowing or Term Loan Borrowing of Base Rate Loans or (y) on any date prior to the termination of the Availability Period with respect to the Term Loans, three Business Days prior to such requested date of any such Revolving Credit Borrowing or Term Loan Borrowing; provided however that such notice with respect to the Initial Tranche A Term Loan Funding must be received by the Administrative Agent not later than 1:00 p.m. one Business Day prior to such Term Loan Borrowing; provided further that if the Borrower wishes to request Eurocurrency 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 must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation or conversion date, as applicableof Eurocurrency Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders under the applicable Facility of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (New York City time) 1:00 p.m., three (3) Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans having an Interest period other than one, two, three or conversion date, six months in duration as applicableprovided in the definition of “Interest Period”, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall be 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. Each Borrowing of, conversion to or continuation of SOFR Loans shall be (i) in a principal amount of $1,000,000, or (ii) a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(d), each Borrowing of, or conversion 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. Notwithstanding the foregoing, the Delayed Draw Term Loans shall be available in Borrowings of not less than (i) $1,000,000, or (ii) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstanding.not
Appears in 1 contract
Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
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, and each continuation of SOFR Loans, Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower Representative (on behalf of the Borrowers) (or in the case of the borrowing of the Initial Term Loans, the Initial U.S. Borrower and the Lux Borrower) to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. 11:00 a.m. (New York City timetime in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, SOFR Eurocurrency Rate Loans (or denominated in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date)Dollars, (ii) 1:00 p.m. (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in any other Alternative Currency, (iii) three Business Days prior to the requested date of any conversion of Eurocurrency Rate Loans to Base Rate Loans denominated in Dollars and (iv) one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loandenominated in Dollars; provided, however, that if the Borrower wishes Borrowers wish to request a Borrowing of, or a continuation of or a conversion of Base Eurocurrency Rate Loans to, SOFR Loans in an Alternative Currency having an Interest Period of twelve other than one, two, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written , the applicable notice from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time) four five Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. 10:00 a.m. (New York City time) three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower Borrowers whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall be 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 Representative (on behalf of the Borrowers) (or in the case of the borrowing of the Initial Term Loans, the Initial U.S. Borrower and the Lux Borrower). Each Borrowing of, conversion to or continuation of SOFR Eurocurrency Rate Loans shall be (i) in a principal amount Dollar Amount of $1,000,000, 5,000,000 or (ii) a whole multiple of a Dollar Amount of $500,000 1,000,000 in excess thereof. Except as provided in Section Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount Dollar Amount of $1,000,000, 1,000,000 or (ii) a whole multiple of a Dollar Amount of $500,000 1,000,000 in excess thereof. Notwithstanding Each Committed Loan Notice shall specify (i) whether the foregoingBorrowers are 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, or a continuation of 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) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and (vi) if applicable, the Delayed Draw duration of the Interest Period with respect thereto. If, (x) with respect to any Eurocurrency Rate Loans denominated in Dollars, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail 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 available in Borrowings of not less than (i) $1,000,000made as, or converted to, Base Rate Loans or (iiy) with respect to any Eurocurrency Rate Loans denominated in an Alternative Currency, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if in excess thereofthe Borrowers fail 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 converted to, a whole multiple Eurocurrency Rate Loan with an Interest Period of $500,000 orone month. Any such automatic conversion or continuation 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 Eurocurrency Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, if lessand the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of 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 no currency is specified, the unfunded Delayed Draw Commitments then outstandingrequested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan.
Appears in 1 contract
Samples: Credit Agreement (Ortho Clinical Diagnostics Holdings PLC)
Borrowings, Conversions and Continuations of Loans. (a) Each Term Revolving Borrowing, each Revolving Credit Offshore Currency Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of SOFR Loans, Revolving Loans or Offshore Currency Loans as the same Type shall be made upon irrevocable the US Borrower's notice by the Borrower to the Administrative Agent, which notice shall be irrevocable (subject to Section 3.03) and which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than noon, New York time, (i) 1:00 p.m. (New York City time) three Business Days prior to the requested date of any Revolving Borrowing of, conversion of Base Rate Loans to, to or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date)Eurodollar Rate Loans, (ii) 1:00 p.m. one four Business Day Days prior to the requested date of any Term Offshore Currency Borrowing or continuation of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans Offshore Currency Loans, and (iii) 1:00 p.m. one Business Day prior to on the requested date of any conversion of Eurodollar Rate Loans to Base Rate Loans, and of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that if the US Borrower wishes to request a Borrowing ofEurodollar Rate Loans, or a continuation the US Borrower wishes to request on behalf of or a conversion of Base Rate Loans tothe Dutch Borrower Offshore Currency Loans, SOFR Loans having an Interest Period of twelve other than one, two, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “"Interest Period,” such written ", the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (noon, New York City time) , four Business Days prior to the requested date of Revolving Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) Business Days before the requested Offshore Currency Borrowing, continuation conversion or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders)continuation. Each such telephonic notice pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan NoticeNotice of Borrowing or Notice of Conversion/Continuation as the case may be, appropriately completed and signed by a Responsible Officer of the BorrowerUS Borrower or a Person designated in writing to the Administrative Agent by such Responsible Officer to request Revolving Loans or Offshore Currency Loans (and with respect to which specimen signatures have been provided), convert/continue Revolving Loans or continue Offshore Currency Loans. Each Revolving Borrowing of, Offshore Currency Borrowing of, and each conversion to or continuation of SOFR Loans of any Type shall be (i) in a principal Dollar Equivalent amount of $1,000,000, 2,500,000 or (ii) a whole Dollar Equivalent multiple of $500,000 in excess thereof. Except Each Notice of Borrowing or Notice of Conversion/Continuation, as provided in Section 2.03(dapplicable (whether telephonic or written), each Borrowing ofshall specify (i) whether the US Borrower is requesting a Revolving Borrowing, an Offshore Currency Borrowing, a conversion of Revolving Loans from one Type to the other, or a continuation of Revolving Loans or Offshore Currency Loans as the same Type, (ii) the requested date of the Revolving Borrowing, Offshore Currency 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) if applicable, the Type of Revolving Loans to be borrowed or to which existing Revolving Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. With respect to Revolving Loans in Dollars, if the US Borrower fails to specify a Type of Loan in a Notice of Borrowing or Notice of Conversion/Continuation or if the US Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made or continued as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be (i) effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the US Borrower requests a principal amount of $1,000,000Revolving Borrowing of, conversion to, or (ii) a whole multiple continuation of $500,000 Eurodollar Rate Loans or Offshore Currency Borrowing of or continuation of Offshore Currency Loans in excess thereof. Notwithstanding the foregoingany such Notice of Borrowing or Notice of Conversion/Continuation, the Delayed Draw Term Loans shall but fails to specify an Interest Period, it will be available in Borrowings deemed to have specified an Interest Period of not less than (i) $1,000,000, or (ii) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingone month.
Appears in 1 contract
Samples: Credit Agreement (Libbey Inc)
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, and each continuation of Term SOFR Loans, Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.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 (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. (New York City timei) four three (3) U.S. Government Securities Business Days prior to the requested Borrowing, date of any Borrowing or continuation of Term SOFR Loans or any conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice of Base Rate Loans to the Appropriate Lenders of such request Term SOFR Loans and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. ii) one (New York City time) three (31) Business Days Day before the requested Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders)date of any Term Borrowing consisting of Base Rate Loans. Each notice by the Borrower pursuant to this Section 2.02(a) shall must be delivered by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Committed Loan Notice 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 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 Type of Loans to be borrowed or to which existing Term Loans are to be converted; (v) the location and number of the DIP Account to which funds are to be disbursed and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower 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 Term Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to or continuation of Term SOFR Loans shall 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 (i1) in a principal amount of $1,000,000, or (ii) a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(d), each Borrowing of, or conversion 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. Notwithstanding the foregoing, the Delayed Draw Term Loans shall be available in Borrowings of not less than (i) $1,000,000, or (ii) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingmonth.
Appears in 1 contract
Samples: Credit Agreement (Audacy, Inc.)
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, and each continuation of SOFR Loans, Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower Representative (on behalf of the Borrowers) (or in the case of the borrowing of the Initial Term Loans, the Initial U.S. Borrower and the Lux Borrower) to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. 11:00 a.m. (New York City timetime in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, SOFR Eurocurrency Rate Loans (or denominated in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date)Dollars, (ii) 1:00 p.m. (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in any other Alternative Currency, (iii) three Business Days prior to the requested date of any conversion of Eurocurrency Rate Loans to Base Rate Loans denominated in Dollars and (iv) one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loandenominated in Dollars; provided, however, that if the Borrower wishes Borrowers wish to request a Borrowing of, or a continuation of or a conversion of Base Eurocurrency Rate Loans to, SOFR Loans in an Alternative Currency having an Interest Period of twelve other than one, two, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written , the applicable notice from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time) four five Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. 10:00 a.m. (New York City time) three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower Borrowers whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall be 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 Representative (on behalf of the Borrowers) (or in the case of the borrowing of the Initial Term Loans, the Initial U.S. Borrower and the Lux Borrower). Each Borrowing of, conversion to or continuation of SOFR Eurocurrency Rate Loans shall be (i) in a principal amount Dollar Amount of $1,000,000, 5,000,000 or (ii) a whole multiple of a Dollar Amount of $500,000 1,000,000 in excess thereof. Except as provided in Section Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount Dollar Amount of $1,000,000, 1,000,000 or (ii) a whole multiple of a Dollar Amount of $500,000 1,000,000 in excess thereof. Notwithstanding Each Committed Loan Notice shall specify (i) whether the foregoingBorrowers are 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, or a continuation of 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) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and (vi) if applicable, the Delayed Draw duration of the Interest Period with respect thereto; provided that all Additional Initial Term Loans borrowed on the FirstSecond Amendment Effective Date shall have the Interest Period as set forth in clause (d) of the definition of “Interest Period” herein.. If, (x) with respect to any Eurocurrency Rate Loans denominated in Dollars, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail 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 available in Borrowings of not less than (i) $1,000,000made as, or converted to, Base Rate Loans or (iiy) with respect to any Eurocurrency Rate Loans denominated in an Alternative Currency, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if in excess thereofthe Borrowers fail 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 converted to, a whole multiple Eurocurrency Rate Loan with an Interest Period of $500,000 orone month. Any such automatic conversion or continuation 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 Eurocurrency Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, if lessand the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of 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 no currency is specified, the unfunded Delayed Draw Commitments then outstandingrequested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan.
Appears in 1 contract
Samples: Credit Agreement (Ortho Clinical Diagnostics Holdings PLC)
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, and each continuation of SOFR Loans, Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent; provided that Revolving Credit Loans denominated in an Alternative Currency may not be converted into Base Rate Loans. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 12:00 p.m. (New York City time) (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, SOFR Eurocurrency Rate Loans (or denominated in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date)Dollars, (ii) 1:00 p.m. four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in any Alternative Currency, (iii) three Business Days prior to the requested date of any conversion of Eurocurrency Rate Loans to Base Rate Loans denominated in Dollars and (iv) one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loandenominated in Dollars; provided, however, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurocurrency Rate Loans to, SOFR Loans in an Alternative Currency having an Interest Period of twelve other than one, two, three or six months in duration (or such shorter interest period as may be agreed or, with respect to by all Lenders of the applicable TrancheInterest Period beginning on the Closing Date, an Interest Period ending on December 30, 2016) as provided in the definition of “Interest Period,” such written ”, the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 12:00 p.m. (New York City time) four five Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. 10:00 a.m. (New York City time) three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice by the Borrower pursuant to this Section 2.02(a) shall be 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. Each Borrowing of, conversion to or continuation of SOFR Eurocurrency Rate Loans shall be (i) in a principal amount of not less than (x) of $1,000,000, 1,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereofthereof if denominated in Dollars, (y) €1,000,000 or a whole multiple of €1,000,000 in excess thereof if denominated in Euros, or (z) a Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof if denominated in an Alternative Currency other than Euros. Except as provided in Section Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount of $1,000,000, 1,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Notwithstanding Each Committed Loan Notice shall specify (i) whether the foregoingBorrower is requesting a Term Borrowing (and, other than with respect to the Initial Term Loans (which shall be denominated in Dollars), whether such Term Borrowing shall be denominated in Dollars or in Euros), a Revolving Credit Borrowing, a conversion of a Tranche of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of 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) in the case of Revolving Credit Loans, the Delayed Draw currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which an existing Tranche of Term Loans or Revolving Credit Loans are to be converted, (vi) if applicable, the duration of the Interest Period with respect thereto and (vii) the account of the Borrower to be credited with the proceeds of such Borrowing. If, (x) with respect to any Eurocurrency Rate Loans denominated in Dollars, the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche of Term Loans or Revolving Credit Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or (ii) if in excess thereofconverted to, a whole multiple Eurocurrency Rate Loan denominated in 83894470_5 Dollars with an Interest Period of $500,000 or, if lessone month or (y) with respect to any Eurocurrency Rate Loans denominated in any Alternative Currency, the unfunded Delayed Draw Commitments Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then outstandingthe applicable Tranche of Term Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loan denominated in such Alternative Currency with an Interest Period of one month. Any such automatic conversion or continuation 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 Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurocurrency Rate Loans), it will be deemed to have specified an Interest Period of one month. If no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurocurrency Rate Loan.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) The Borrowing of Initial Term Loans shall be made upon the Borrower’s written Committed Loan Notice to the Administrative Agent, which notice may be given timely by electronic mail; provided that such notice may be conditioned on the occurrence of the Closing Date. Each Term Borrowing, each Revolving Credit other Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of SOFR Loans, Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower written Committed Loan Notice to the Administrative Agent, which may be given timely by electronic mail; provided further, that such notice may be conditioned on the occurrence of the Closing Date or any transaction or other event anticipated to occur in connection therewith or other permitted use of proceeds thereof. Each such notice must be in writing and must be received by the Administrative Agent (as applicable) not later than (i) with respect to any Borrowing of Revolving Loans, (x) 1:00 p.m. (New York City timetime on the date that is one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans (or such later date and time as the Administrative Agent may agree), and (y) 1:00 p.m. New York City time on the date that is three (3) Business Days prior to the requested date of any Borrowing of, or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to, or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date)Eurocurrency Rate Loans, (ii) with respect to any Borrowing of Term Loans, (x) 1:00 p.m. New York City time on the date that is one (1) Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans Loans, and (iiiy) 1:00 p.m. one New York City time on the date that is three (3) Business Day Days prior to the requested date of any Revolving Credit Borrowing or continuation of Base Eurocurrency Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans toto Eurocurrency Rate Loans, SOFR Loans having an Interest Period of twelve months or in duration (or each case, such shorter interest period later time as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 may agree; provided that (A) the Initial Term Loans shall only require notice by 5:00 p.m. (New York City timetime on the date that is two (2) four Business Days prior to the requested BorrowingClosing Date (or such later time and date as the Administrative Agent may agree), continuation and (B) any request for a Borrowing may be contingent on consummation of any Permitted Investment or conversion dateother permitted use of the proceeds thereof, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) Business Days before the requested Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice by the Borrower pursuant to this Section 2.02(a) shall must be delivered given (or confirmed promptly thereafter, as applicable) by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Section 2.01(a) or Section 2.14(a), each Borrowing of, conversion to or continuation of SOFR Eurocurrency Rate Loans shall be (i) in a minimum principal amount of $1,000,000$ 500,000, or (ii) a whole multiple of $500,000 100,000 in excess thereof. Except as provided in Section 2.03(d)2.14(a) or the last sentence of this paragraph, each Borrowing of, of or conversion to, to Base Rate Loans shall be (i) in a minimum principal amount of $1,000,000500,000, or (ii) a whole multiple of $500,000 100,000 in excess thereof. Notwithstanding Each Committed Loan Notice shall specify (i) whether the foregoingBorrower is requesting a Borrowing of Term Loans or Revolving Loans of a particular Class, a conversion of Loans of any Class from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans of a Class or Revolving Loans are to be converted, (v) if applicable, the Delayed Draw Term duration of the Interest Period with respect thereto and (vi) Borrower’s wire instructions. Each Swing Line Loan shall be denominated in Dollars and constitute a Base Rate Loan. If the Borrower 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 available made or continued as or converted to Base Rate Loans. Any such automatic continuation or conversion shall be effective as of the last day of the Interest Period then in Borrowings of not less than (i) $1,000,000effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of 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 (ii1) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingmonth.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) The Borrowing of Initial Term Loans shall be made upon the Borrower’s written Committed Loan Notice to the Administrative Agent, which notice may be given timely by electronic mail; provided that such notice may be conditioned on the occurrence of the Closing Date. Each Term Borrowing, each Revolving Credit other Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of SOFR Loans, Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower written Committed Loan Notice to the Administrative Agent, which may be given timely by electronic mail; provided further, that such notice may be conditioned on the occurrence of the Closing Date or any transaction or other event anticipated to occur in connection therewith or other permitted use of proceeds thereof. Each such notice must be in writing and must be received by the Administrative Agent (as applicable) not later than (i) with respect to any Borrowing of Revolving Loans, (x) 1:00 p.m. (New York City timetime on the date that is one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans (or such later date and time as the Administrative Agent may agree), and (y) 1:00 p.m. New York City time on the date that is three (3) Business Days prior to the requested date of any Borrowing of, or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to, or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date)Eurocurrency Rate Loans, (ii) with respect to any Borrowing of Term Loans, (x) 1:00 p.m. New York City time on the date that is one (1) Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans Loans, and (iiiy) 1:00 p.m. one New York City time on the date that is three (3) Business Day Days prior to the requested date of any Revolving Credit Borrowing or continuation of Base Eurocurrency Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans toto Eurocurrency Rate Loans, SOFR Loans having an Interest Period of twelve months or in duration (or each case, such shorter interest period later time as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 may agree; provided that (A) the Initial Term Loans shall only require notice by 5:00 p.m. (New York City timetime on the date that is two (2) four Business Days prior to the requested BorrowingClosing Date (or such later time and date as the Administrative Agent may agree), continuation and (B) any request for a Borrowing may be contingent on consummation of any Permitted Investment or conversion dateother permitted use of the proceeds thereof, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) Business Days before the requested Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice by the Borrower pursuant to this Section 2.02(a) shall must be delivered given (or confirmed promptly thereafter, as applicable) by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Section 2.01(a) or Section 2.14(a), each Borrowing of, conversion to or continuation of SOFR Eurocurrency Rate Loans shall be (i) in a minimum principal amount of $1,000,000500,000, or (ii) a whole multiple of $500,000 100,000 in excess thereof. Except as provided in Section 2.03(d)2.14(a) or the last sentence of this paragraph, each Borrowing of, of or conversion to, to Base Rate Loans shall be (i) in a minimum principal amount of $1,000,000500,000, or (ii) a whole multiple of $500,000 100,000 in excess thereof. Notwithstanding Each Committed Loan Notice shall specify (i) whether the foregoingBorrower is requesting a Borrowing of Term Loans or Revolving Loans of a particular Class, a conversion of Loans of any Class from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans of a Class or Revolving Loans are to be converted, (v) if applicable, the Delayed Draw Term duration of the Interest Period with respect thereto and (vi) Borrower’s wire instructions. Each Swing Line Loan shall be denominated in Dollars and constitute a Base Rate Loan. If the Borrower 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 available made or continued as or converted to Base Rate Loans. Any such automatic continuation or conversion shall be effective as of the last day of the Interest Period then in Borrowings of not less than (i) $1,000,000effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of 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 (ii1) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingmonth.
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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, and each continuation of SOFR Loans, Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 2:00 p.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 Eurodollar Rate Loans, or of any conversion of Eurodollar Rate Loans to Base Rate Loans (or in provided that with respect to the case Term Borrowing consisting of any such Borrowing to be made Initial Term Loans on the Closing Date or, the Term Borrowing consisting of Term B Loans on the First Amendment Effective Date or the Term Borrowing consisting of Term C Loans on the Second Amendment Effective Date, one Business Day prior to such notice may be received by the Closing Date), Administrative Agent not later than 9:00 a.m. (New York City time) on the requested date of such Borrowing) and (ii) 1:00 12:00 p.m. one Business Day prior to (New York City time) on the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that (other than in case of any Borrowing of Eurodollar Rate Loans on the Closing Date) if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurodollar Rate Loans to, SOFR Loans having an Interest Period of twelve other than one, two, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written , the applicable notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. (New York City time) four five Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. 10:00 a.m. (New York City time) three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each written notice by the Borrower pursuant to this Section 2.02(a) shall be delivered by the Borrower to the Administrative Agent in the form of a Committed Loan Notice, and each telephone notice shall be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, in each case, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of SOFR Eurodollar Rate Loans shall be (i) in a principal amount of $1,000,000, 5,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Except as provided in Section 2.03(dSections 2.03(c) and 2.04(b), each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount of $1,000,000, 1,000,000 or (ii) a whole multiple of $500,000 in excess thereof. Notwithstanding Each Committed Loan Notice shall specify (i) whether the foregoingBorrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Tranche is to be converted and (v) if applicable, the Delayed Draw duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or (ii) if converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in excess thereofeffect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingSwing Line Loan may not be converted to a Eurodollar Rate Loan.
Appears in 1 contract
Samples: Credit Agreement (Tribune Media Co)
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, and each continuation of SOFR Loans, Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent not later than, other than in the case of the Borrowing of Initial Term Loans on the Closing Date, (i) 1:00 p.m. 11:00 a.m. (New York City time) (x) three (3) Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, SOFR Loans (Eurodollar Rate Loans, or in the case of any such Borrowing conversion of Eurodollar Rate Loans to be made on the Closing DateBase Rate Loans, and (y) one Business Day prior to the Closing Date), (ii1) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurodollar Rate Loans to, SOFR Loans having an Interest Period of twelve other than one, two, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time) four five (5) Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, and not later than 2:00 p.m. 10:00 a.m. (New York City time) three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders)Lenders and (ii) solely in the case of the Borrowing of Initial Term Loans on the Closing Date, 10:00 a.m. (New York City time) on the Closing Date. Each notice by the Borrower pursuant to this Section 2.02(a) shall be delivered by the Borrower to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to to, or continuation of SOFR of, Eurodollar Rate Loans shall be (i) in a principal amount of $1,000,000, 3,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Except as provided in Section 2.03(d), each Each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount of $1,000,000, 1,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Notwithstanding the foregoing, the Delayed Draw Term Loans Each Committed Loan Notice shall be available in Borrowings of not less than specify (i) $1,000,000whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstanding.applicable Tranche,
Appears in 1 contract
Samples: Credit Agreement
Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit The Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of SOFR Loans, LIBOR Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. 11:00 a.m. (New York City time) (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, to or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate LIBOR Loans or of any conversion of SOFR Loans to Base Rate Loans LIBOR Loans, and (iiiii) 1:00 p.m. one Business Day prior to on the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanABR Loans; provided, however, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR LIBOR Loans having an Interest Period of other than one, two, three, or six months or, to the extent available to all Lenders making such LIBOR Loans, nine or twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time) four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation or conversion date, as applicableof LIBOR Loans, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (New 11:00 a.m.(New York City time) ), three (3) Business Days before the requested date of such Borrowing, conversion or continuation or conversion date, as applicableof LIBOR Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each telephonic notice by the Borrower pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Borrowing Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of SOFR LIBOR Loans shall be (i) in a principal amount of $1,000,000, 1,000,000 or (ii) a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(d), each Each Borrowing of, of or conversion to, Base Rate to ABR Loans shall be (i) in a minimum principal amount of $1,000,000, 500,000 or (ii) a whole multiple of $500,000 250,000 in excess thereof. Notwithstanding the foregoing, the Delayed Draw Term Loans Each Borrowing Notice (whether telephonic or written) shall be available in Borrowings of not less than specify (i) $1,000,000, or (ii) if in excess thereof, whether the Borrower is requesting a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstanding.Borrowing,
Appears in 1 contract
Samples: Credit Agreement (Aventine Renewable Energy Holdings Inc)
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, and each continuation of RFR Loans or Term SOFR Loans, Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. (New York City time) time three Business Days prior to the requested date of any Borrowing of, or continuation of RFR Loans or any conversion of Base Rate Loans toto RFR Loans, or continuation of, SOFR in each case other than RFR Loans (or denominated in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date)Yen, (ii) 1:00 p.m. one New York City time five Business Day Days prior to the requested date of any Term Borrowing or continuation of TXXXX Xxxx Loans denominated in Yen or any conversion of Base Rate Loans or of any conversion of SOFR to TXXXX Xxxx Loans to Base Rate Loans and denominated in Yen, (iii) 1:00 p.m. one New York City time four Business Day Days prior to the requested date of any Revolving Credit Borrowing or continuation of SXXXX Xxxx Loans denominated in Sterling or any conversion of Base Rate Loans to SXXXX Rate Loans denominated in Sterling, (iv) 11:00 a.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 Term SOFR Loans and, (v) 1:00 p.m. New York City time on the requested date of any Borrowing of Base Rate Loans and (vi) if applicable, 12:00 noon New York City time on the requested date of any Borrowing of Base Rate Loans or (if applicable) Daily SOFR Loans; provided that the notice referred to in subclause (i) above may be delivered (x) no later than one (1) Business Day prior to the Closing Date in the case of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months initial Credit Extensions denominated in duration Dollars and (or y)based on such shorter interest period of time as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) four Business Days prior to in the requested Borrowing, continuation or conversion date, as applicable, whereupon case of the Administrative Agent shall give prompt Borrowing of Initial B-3-5 Dollar Term Loans on the Amendment No. 49 Effective Date. Each telephonic notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) Business Days before the requested Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall notify by the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Section 2.14(a), each Borrowing of, conversion to or continuation of RFR Loans or Term SOFR Loans or (if applicable) Daily SOFR Loans shall be (i) in a minimum principal amount of (A) if such RFR Loan or Term SOFR Loan is denominated in Dollars, $2,000,000, or a whole multiple of $1,000,000 in excess thereof, (B) if such SXXXX Rate Loan is denominated in Sterling, £1,000,000, or a whole multiple of £500,000 in excess thereof, (C) if such RFR Loan is denominated in euros, €2,000,000, or a whole multiple of €1,000,000 in excess thereof and (D) if such RFR Loan is denominated in Yen, ¥2,000,000,000, or a whole multiple of ¥1,000,000,000 in excess thereof. Except as provided in Sections 2.03(c), 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, 1,000,000 or (ii) a whole multiple of $500,000 in excess thereof. Except 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, or a continuation of RFR Loans or Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as provided in Section 2.03(dthe case may be (which shall be a Business Day), each (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans 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 ofis to be denominated and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify an Approved Currency of a Loan in a Committed Loan Notice, such Loan shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion toor continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as or converted to (x) in the case of any Loan denominated in Dollars, Base Rate Loans shall be or (iy) in a principal amount the case of $1,000,000any Loan denominated in an Approved Foreign Currency, RFR Loans in the Approved Currency having an Interest Period of one month, as applicable. Any such automatic conversion to Base Rate Loans or (ii) a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, the Delayed Draw Term one-month RFR Loans shall be available effective as of the last day of the Interest Period then in Borrowings of not less than (i) $1,000,000effect with respect to the applicable RFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of RFR 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 (ii1) if month. No Loan may be converted into or continued as a Loan denominated in excess thereofanother Approved Currency, a whole multiple of $500,000 or, if less, but instead must be prepaid in the unfunded Delayed Draw Commitments then outstandingoriginal Approved Currency or reborrowed in another Approved Currency.
Appears in 1 contract
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 any Borrowing from one Type to the other, and each continuation of SOFR Loans, shall any Eurodollar Rate Borrowing will be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. (12:00 noon, New York City time, three (3) three Business Days prior to the requested date of any Borrowing of, or conversion of Base Rate Loans to, to or continuation of, SOFR Eurodollar Rate Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), and (ii) 1:00 p.m. one Business Day prior to 10:00 a.m., New York City time, on the requested date of any Term Borrowing of of, or conversion to, Base Rate Loans or of Loans; provided that if the Borrower specifies a Pre-Funding Date in any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to Loan Notice, then such Loan Notice must be received by the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanAdministrative Agent not later than 10:00 a.m., New York City time, on the Pre-Funding Date; provided, provided further that if the Borrower wishes to request a Eurodollar Rate Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve other than one, two or three months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written ”, the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (12:00 noon, New York City time, four (4) four Business Days prior to the requested date of such Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall will give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (12:00 noon, New York City time) , three (3) Business Days before the requested date of such Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall will notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each telephonic notice by the Borrower pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by hand delivery, fax or e-mail to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Loan shall be made as part of a Borrowing ofconsisting of Loans of the same Type made by the Lenders ratably in accordance with their respective Commitments. Each Borrowing initially shall be of the Type specified in the applicable Loan Notice and, in the case of a Eurodollar Rate Borrowing, each Borrowing shall have an initial Interest Period as specified in such applicable Loan Notice. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Eurodollar Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.02(a). The Borrower may elect different conversion or continuation options with respect to different portions of the affected Borrowing (and all references herein to conversion or continuation of SOFR Loans a Borrowing shall be (i) understood to include any such election of different options with respect thereto), in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. At the commencement of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in a principal amount of $1,000,000, 5,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Except as provided in Section 2.03(d)At the Closing Date, each Borrowing of, or conversion to, Base Rate Loans Borrowing shall be (i) in a principal amount of $1,000,000, 5,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Notwithstanding the foregoing, the Delayed Draw Term Loans shall be available in Borrowings of not less than Each Loan Notice (whether telephonic or written) will specify (i) $1,000,000whether the Borrower is requesting a Borrowing, a conversion of any Borrowing from one Type to the other, or a continuation of any Eurodollar Rate Borrowing, (ii) the requested date of such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), and if in excess applicable, the anticipated Closing Date and the requested Pre-Funding Date, (iii) the aggregate principal amount of Loans to be borrowed or the existing Borrowing that is to be converted or continued (and, if different conversion or continuation options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing), (iv) the Type of each requested resulting Borrowing, provided that if any Loan Notice specifies a whole multiple Pre-Funding Date, then the requested Borrowing shall initially be a Base Rate Borrowing, (v) the duration of $500,000 or, the Interest Period with respect to each requested resulting Eurodollar Rate Borrowing and (vi) if lessapplicable, the unfunded Delayed Draw Commitments location and number of the account of the Borrower to which funds are to be disbursed, which account shall be located in New York City, Switzerland or another jurisdiction acceptable to the Administrative Agent. If the Borrower fails to specify a Type of the requested Loans in a Loan Notice, then outstandingthe applicable Loans will be made as Base Rate Loans. If the Borrower fails to give timely notice requesting a conversion or continuation of any Eurodollar Rate Borrowing, such Eurodollar Rate Borrowing will be continued with an Interest Period of one month. If the Borrower requests a Borrowing of, or conversion to or continuation of, Eurodollar Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
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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, and each continuation of Eurocurrency Rate Loans or Term SOFR Loans, Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. (New York City time) time three Business Days prior to the requested date of any Borrowing of, or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to, or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date)Eurocurrency Rate Loans, (ii) 1:00 p.m. one 11:00 a.m. New York City time two Business Day Days prior to the requested date of any Borrowing or continuation of Term SOFR Loans or any conversion of Base Rate Loans to Term SOFR Loans, and (iii) 11:00 a.m. New York City time on the requested date of any Borrowing of Base Rate Loans or of any conversion of (if applicable) Daily SOFR Loans Loans; provided that the notice referred to Base Rate Loans and in subclause (iiii) 1:00 p.m. above may be delivered no later than one (1) Business Day prior to the requested date Closing Date in the case of any Revolving initial Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanExtensions denominated in Dollars; provided, further, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurocurrency Rate Loans to, SOFR Loans having an Interest Period of twelve other than one week, or one, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) 11:00 a.m. four Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (New York City time) 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each telephonic notice by the Borrower pursuant to this Section Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Section 2.14(a), (i) each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans and (ii) each Borrowing of or conversion to or continuation of Term SOFR Loans shall or (if applicable) Daily SOFR Loans shall, in each case, be (i) in a minimum principal amount of $1,000,000, or (ii) a whole multiple of $500,000 250,000 in excess thereof. Except as provided in Section 2.03(dSections 2.03(c), 2.04(c), 2.14(a), each Borrowing of, of or conversion to, to Base Rate Loans shall be (i) in a minimum principal amount of $1,000,000, 500,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof. Notwithstanding Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the foregoingBorrower 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, or a continuation of 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 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 Delayed Draw 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. If the Borrower fails to specify an Approved Currency of a Loan in a Committed Loan Notice, such Loan shall be made in Dollars. If the Borrower 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 Term Loans or Revolving Credit Loans shall be available made as or converted to (x) in Borrowings the case of not less than any Loan denominated in Dollars, Base Rate Loans or (iy) $1,000,000in the case of any Loan denominated in an Approved Foreign Currency, Eurocurrency Rate Loans in the Approved Currency having an Interest Period of one month, as applicable. Any such automatic 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 Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency 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 (ii1) if month. No Loan may be converted into or continued as a Loan denominated in excess thereofanother Approved Currency, a whole multiple of $500,000 or, if less, but instead must be prepaid in the unfunded Delayed Draw Commitments then outstandingoriginal Approved Currency or reborrowed in another Approved Currency.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Term Loan Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each continuation of SOFR Loans, Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone (promptly followed by written notice); provided that notice of any Eurocurrency Rate Loan denominated in any Foreign Currency must be made in writing. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. (New York City time) in the case of any Borrowing of, conversion to 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. three Business Days prior to the requested date of such Borrowing, conversion or continuation, (ii) in the case of any Borrowing of, conversion to or continuation of Base Eurocurrency Rate Loans todenominated in a Foreign Currency, or continuation of, SOFR Loans (or in the case of any at such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day times prior to the requested date of such Borrowing, conversion or continuation as set forth on the Administrative Schedule, and (iii) in the case of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) Loans, 1:00 p.m. one Business Day prior to on the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loansuch Borrowing; provided, however, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurocurrency Rate Loans to, SOFR Loans having an Interest Period of twelve other than one, two, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City 11:00 a.m., London time) , four Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (New York City time) 11:00 a.m. three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone (promptly followed by written notice)) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each telephonic notice by the Borrower pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of SOFR Eurocurrency Rate Loans shall be (i) in a principal amount of $1,000,0005,000,000 (or in the case of any Foreign Currency, as set forth on the Administrative Schedule) or (ii) a whole multiple of $500,000 in excess thereofthereof (or in the case of any Foreign Currency, as set forth on the Administrative Schedule). Except as provided in Section 2.03(dSections 2.04(c), each Borrowing of, of or conversion to, to Base Rate Loans shall be (i) in a principal amount of $1,000,000, 500,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof. Notwithstanding Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the foregoing, the Borrower is requesting a Term Loan Borrowing (and if so whether such Borrowing will be of Refinancing Term Loans or Delayed Draw Term Loans), a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) in the case of Revolving Credit Loans, whether such Loan shall constitute a Borrowing under the Dollar Tranche or the Multicurrency Tranche, and in the case of Term Loans whether the applicable Term Loans are Refinancing Term Loans or Delayed Draw Term Loans, (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. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be available in Borrowings of not less than made as, or converted to, (i) $1,000,000, or Base Rate Loans in the case of any Borrowing denominated in Dollars and (ii) if a Eurocurrency Rate Loan with an Interest Period of one month, in excess thereofthe case of a Borrowing denominated in a Foreign Currency. Any such automatic conversion shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of 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 whole multiple Borrowing of $500,000 orRevolving Credit Loans denominated in Dollars in any such Committed Loan Notice, if lessbut 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 unfunded Delayed Draw Commitments then outstandingDollar Tranche.
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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, and each continuation of SOFR Loans, Loan shall be made upon the City’s irrevocable written notice by the Borrower to the Administrative AgentLender, for and on behalf of its Department of Aviation, which shall be given by a Loan Notice signed by an Authorized Officer of the City, for and on behalf of its Department of Aviation. Each such notice must be in writing and Loan Notice must be received by the Administrative Agent Lender not later than 11:00 a.m. three (i3) 1:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing ofLoan. Each Loan shall be, conversion unless otherwise agreed by the Lender, in a principal amount of Base Rate Loans to, $1,000,000 or continuation of, SOFR Loans a whole multiple of $100,000 in excess thereof. Each Loan Notice shall specify (or in i) the case requested date of any such Borrowing to the Loan (which shall be made on the Closing Date, one a Business Day prior to at least three (3) Business Days following receipt by the Closing DateLender of such Loan Notice), (ii) 1:00 p.m. whether such Loan shall be a Tax-Exempt Loan or a Taxable Loan, (iii) the principal amount of Loans to be borrowed, converted, or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) whether the interest rate will be the Tax-Exempt Fixed Rate – One Year, the Tax-Exempt Fixed Rate – Two Year, the Tax-Exempt Fixed Rate – Three Year, the Tax-Exempt Floating Rate – One Year, the Tax-Exempt Floating Rate – Two Year, the Tax- Exempt Floating Rate – Three Year, the Taxable Fixed Rate – One Year, the Taxable Fixed Rate – Two Year, the Taxable Fixed Rate – Three Year, the Taxable Floating Rate – One Year, the Taxable Floating Rate – Two Year, the Taxable Floating Rate – Three Year, the Tax-Exempt Fixed Index Rate or the Taxable Fixed Index Rate, (vi) the Loan Maturity Date and (vii) if applicable, the duration of the Interest Period with respect thereto. If the City, for and on behalf of its Department of Aviation, fails to specify a Type of Loan in a Loan Notice, to specify the interest rate applicable to such Loan or to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Floating Rate Loans bearing interest at the Taxable Floating Rate – One Year. Any such automatic conversion to Floating Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Fixed LIBOR Rate Loans. If the City, for and on behalf of its Department of Aviation, requests a Borrowing of, conversion to, or continuation of Fixed LIBOR Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. In the case of Fixed Rate Loans, the City, for and on behalf of its Department of Aviation, and the Lender hereby agree that the interest rate related to any Fixed Rate Loan will be determined by the Lender two (2) Business Day Days prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided Loan in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) four Business Days prior to the requested Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) Business Days before the requested Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed related Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of SOFR Loans shall be (i) in a principal amount of $1,000,000, or (ii) a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(d), each Borrowing of, or conversion 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. Notwithstanding the foregoing, the Delayed Draw Term Loans shall be available in Borrowings of not less than (i) $1,000,000, or (ii) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstanding.
Appears in 1 contract
Samples: Credit Agreement
Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term SOFR Loans to Adjusted Daily SOFR Loans or Base Rate Loans, Specified Refinancing Revolving each conversion of Adjusted Daily SOFR Loans to Term SOFR Loans or Revolving Credit Base Rate Loans, each conversion of Base Rate Loans from one Type to the otherTerm SOFR Loans or Adjusted Daily SOFR Loans, and each continuation of Term SOFR Loans, as applicable, shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone or 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 must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.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 (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City timei) two 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 or Adjusted Daily SOFR Loans, (ii) on the requested date of any Borrowing of Adjusted Daily SOFR Loans or of any conversion of Adjusted Daily SOFR Loans to Base Rate Loans, and (iii) on the requested date of any Borrowing of Base Rate Loans or any conversion of Base Rate Loans to Adjusted Daily SOFR Loans; provided, that, if the Borrower wishes to request Term SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation or conversion date, as applicableof Term SOFR Loans, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (New York City time) 1:00 p.m., three (3) Business Days before the requested Borrowingdate of such Borrowing of, conversion to or continuation or conversion date, as applicableof Term SOFR Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each telephonic notice by the Borrower pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be (i) in a principal amount of $1,000,000, 5,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereofthereof (or, in connection with any conversion or continuation of any Loan, if less, the entire principal thereof then outstanding). Except as provided in Section 2.03(d), each Each Borrowing of, of or conversion to, Base Rate to Adjusted Daily SOFR Loans shall be (i) in a principal amount of $1,000,000, 5,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Notwithstanding the foregoingthereof (or, in connection with any conversion of any Loan, if less, the Delayed Draw Term entire principal thereof then outstanding). Each Borrowing of or conversion to Base Rate Loans shall be available in Borrowings a principal amount of not less than (i) $1,000,000, 500,000 or (ii) if in excess thereof, a whole multiple of $500,000 100,000 in excess thereof (or, in connection with any conversion of any Loan, if less, the unfunded Delayed Draw Commitments entire principal thereof then outstanding). Each Loan Notice (whether telephonic or written) shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to another Type, or a continuation of Term SOFR Loans, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, converted to or continued as, Term SOFR Loans with an Interest Period of one month. Any automatic continuation of Term SOFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
Appears in 1 contract
Samples: Credit Agreement (Adobe Inc.)
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, and each continuation of Eurocurrency Rate Loans or Term SOFR Loans, Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. (New York City time) time three Business Days prior to the requested date of any Borrowing of, or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to, or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date)Eurocurrency Rate Loans, (ii) 1:00 p.m. one 11:00 a.m. New York City time two Business Day Days prior to the requested date of any Borrowing or continuation of Term SOFR Loans or any conversion of Base Rate Loans to Term SOFR Loans, and (iii) 11:00 a.m. New York City time on the requested date of any Borrowing of Base Rate Loans or of any conversion of (if applicable) Daily SOFR Loans Loans; provided that the notice referred to Base Rate Loans and in subclause (iiii) 1:00 p.m. above may be delivered no later than one (1) Business Day prior to the requested date Closing Date in the case of any Revolving initial Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanExtensions denominated in Dollars; provided, further, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurocurrency Rate Loans to, SOFR Loans having an Interest Period of twelve other than one week, or one, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) 11:00 a.m. four Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (New York City time) 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each telephonic notice by the Borrower pursuant to this Section Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Section 2.14(a), (i) each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans and (ii) each Borrowing of or conversion to or 109 continuation of Term SOFR Loans shall or (if applicable) Daily SOFR Loans shall, in each case, be (i) in a minimum principal amount of $1,000,000, or (ii) a whole multiple of $500,000 250,000 in excess thereof. Except as provided in Section 2.03(dSections 2.03(c), 2.04(c), 2.14(a), each Borrowing of, of or conversion to, to Base Rate Loans shall be (i) in a minimum principal amount of $1,000,000, 500,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof. Notwithstanding Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the foregoingBorrower 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, or a continuation of 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 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 Delayed Draw 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. If the Borrower fails to specify an Approved Currency of a Loan in a Committed Loan Notice, such Loan shall be made in Dollars. If the Borrower 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 Term Loans or Revolving Credit Loans shall be available made as or converted to (x) in Borrowings the case of not less than any Loan denominated in Dollars, Base Rate Loans or (iy) $1,000,000in the case of any Loan denominated in an Approved Foreign Currency, Eurocurrency Rate Loans in the Approved Currency having an Interest Period of one month, as applicable. Any such automatic 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 Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency 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 (ii1) if month. No Loan may be converted into or continued as a Loan denominated in excess thereofanother Approved Currency, a whole multiple of $500,000 or, if less, but instead must be prepaid in the unfunded Delayed Draw Commitments then outstandingoriginal Approved Currency or reborrowed in another Approved Currency.
Appears in 1 contract
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 of a given Class from one Type to the other, and each continuation of SOFR Loans, Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent. Each such Agent (provided that the notice must be in writing and must be received by respect of the Administrative Agent not later than (i) 1:00 p.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 (or in the case of any such Borrowing to be made initial Borrowings on the Closing Date, one Business Day prior or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, or in connection with any Borrowing or Extension, as applicable, under an Incremental Amendment, Refinancing Amendment, amendment in respect of Replacement Term Loans or Extension Offer, may be conditioned on, with respect to the Closing Datefunding of the initial Borrowing under this Agreement, the closing of the Transaction or, with respect to any future Borrowing under this Agreement, such Permitted Acquisition or other acquisition or any such Borrowing or Extension under an Incremental Amendment, Refinancing Amendment, amendment in respect of Replacement Term Loans or Extension Offer, as applicable), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as which may be agreed to given by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” telephone. Each such written notice must be received by the Administrative Agent (i) not later than 1:00 p.m. (New York City time) four Business Days prior to the requested Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 12:00 p.m. (New York City time) three (3) Business Days before prior to the requested Borrowingdate of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Dollars or any conversion of Base Rate Loans to Eurocurrency Rate Loans, (ii) not later than 10:00 a.m. (London time) three (3) 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 an Alternative Currency (other than Euro Same Day Loans), (iii) not later than 12:00 p.m. (New York City time) on the requested date of any Borrowing of Base Rate Loans or conversion dateof any Eurocurrency Rate Loans to Base Rate Loans or 10:00 a.m. (London time) on the requested date of any Borrowing of Euro Same Day Loans, as applicable, and (iv) one (1) Business Day prior to the Administrative Agent shall notify Closing Date with respect to any Loans incurred on the Closing Date. Each telephonic notice by the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Sections 2.14 and 2.15, each Borrowing of, conversion to or continuation of SOFR Eurocurrency Rate Loans shall be (i) in a principal amount Dollar Amount of $1,000,000, 100,000 or (ii) a whole multiple of $500,000 100,000 in excess thereofthereof in the case of Term Loans or Revolving Credit Loans. Except as provided in Section 2.03(dSections 2.03(c), 2.14 and 2.15, each Borrowing ofof or conversion to Base Rate Loans shall be in a principal Dollar Amount of $100,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) the Class of the Borrowing requested and whether the Borrower is requesting the making of new Loans of the respective Class, a conversion of Term Loans or Revolving Credit Loans (of a given Class) from one Type to the other, or a continuation of 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) in the case of Revolving Credit Loans, the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted and (vi) if applicable, the duration of the Interest Period with respect thereto. If, with respect to Loans denominated in Dollars, the Borrower fails to specify a Type of Loan in a Loan 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 converted to, Base Rate Loans (unless the Loan being continued is a Eurocurrency Rate Loan, in which case it shall be continued as a Eurocurrency Rate Loan with an Interest Period of one (i1) month). If, with respect to any Eurocurrency Rate Loans denominated in an Alternative Currency, the Borrower fails to specify a Type of Loan in a principal amount Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable tranche of $1,000,000, Term Loans or (ii) a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, the Delayed Draw Term Revolving Credit Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or converted to, Eurocurrency Rate Loans with an Interest Period of one (ii1) if month. Any such automatic conversion to Base Rate Loans or continuation pursuant to the immediately preceding two sentences shall be effective as of the last day of the Interest Period then in excess thereofeffect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period (or fails to give a whole multiple timely notice requesting a continuation of $500,000 orEurocurrency Rate Loans denominated in an Alternative Currency), if lessit will be deemed to have specified an Interest Period of one (1) month. If no currency is specified, the unfunded Delayed Draw Commitments then outstandingrequested Borrowing shall be in Dollars.
Appears in 1 contract
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 of a given Class from one Type to the other, and each continuation of SOFR Loans, Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent. Each such Agent (provided that the notice must be in writing and must be received by respect of the Administrative Agent not later than (i) 1:00 p.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 (or in the case of any such Borrowing to be made initial Borrowings on the Closing Date, one Business Day prior or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, or in connection with any Borrowing or Extension, as applicable, under an Incremental Amendment, Refinancing Amendment, amendment in respect of Replacement Term Loans or Extension Offer, may be conditioned on, with respect to the Closing Datefunding of the initial Borrowing under this Agreement, the closing of the Transaction or, with respect to any future Borrowing under this Agreement, such Permitted Acquisition or other acquisition or any such Borrowing or Extension under an Incremental Amendment, Refinancing Amendment, amendment in respect of Replacement Term Loans or Extension Offer, as applicable), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as which may be agreed to given by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” telephone. Each such written notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. (New York City time) four Business Days prior to the requested Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City timei) three (3) Business Days before prior to the requested Borrowingdate of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Dollars or any conversion of Base Rate Loans to Eurocurrency Rate Loans, (ii) three (3) 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 an Alternative Currency (other than Same Day Loans), (iii) on the requested date of any Borrowing of Base Rate Loans or Same Day Loans or conversion dateof any Eurocurrency Rate Loans to Base Rate Loans, as applicable, and (iv) one (1) Business Day prior to the Administrative Agent shall notify Closing Date with respect to any Loans incurred on the Closing Date. Each telephonic notice by the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Sections 2.14 and 2.15, each Borrowing of, conversion to or continuation of SOFR Eurocurrency Rate Loans shall be (i) in a principal amount Dollar Amount of $1,000,000, 1,000,000 or (ii) a whole multiple of $500,000 100,000 in excess thereofthereof in the case of Term Loans or Revolving Credit Loans. Except as provided in Section 2.03(dSections 2.03(c), 2.14 and 2.15, each Borrowing ofof or conversion to Base Rate Loans shall be in a principal Dollar Amount of $100,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) the Class of the Borrowing requested and whether the Borrower is requesting the making of new Loans of the respective Class, a conversion of Term Loans or Revolving Credit Loans (of a given Class) from one Type to the other, or a continuation of 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) in the case of Revolving Credit Loans, the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted and (vi) if applicable, the duration of the Interest Period with respect thereto. If, with respect to Loans denominated in Dollars, the Borrower fails to specify a Type of Loan in a Loan 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 converted to, Base Rate Loans (unless the Loan being continued is a Eurocurrency Rate Loan, in which case it shall be (i) continued as a Eurocurrency Rate Loan with an Interest Period of one month). If, with respect to any Eurocurrency Rate Loans denominated in an Alternative Currency, the Borrower fails to specify a Type of Loan in a principal amount Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable tranche of $1,000,000, Term Loans or (ii) a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, the Delayed Draw Term Revolving Credit Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or converted to, Eurocurrency Rate Loans with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or continuation pursuant to the immediately preceding two sentences shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period (iior 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) if in excess thereof, a whole multiple of $500,000 or, if lessmonth. If no currency is specified, the unfunded Delayed Draw Commitments then outstandingrequested Borrowing shall be in Dollars.
Appears in 1 contract
Samples: Security Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Borrowings, Conversions and Continuations of Loans. 70- 6807015.9 (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans (other than Swing Line Loans, Specified Refinancing Revolving ) shall be either Base Rate Loans or Revolving Credit LIBO RateSOFR Loans from as the Lead Borrower may request subject to and in accordance with this Section 2.02. All Swing Line Loans shall be only Base Rate Loans. Subject to the other provisions of this Section 2.02, Borrowings of more than one Type to may be incurred at the other, and each continuation same time. (b) Each request for a Borrowing consisting of SOFR Loans, a Base Rate Loan shall be made upon irrevocable notice by electronic request of the Lead Borrower through Agent’s Commercial Electronic Office Portal or through such other electronic portal provided by Agent (the “Portal”). The Borrowers hereby acknowledge and agree that any request made through the Portal shall be deemed made by a Responsible Officer of the Borrowers. Each request for a Borrowing consisting of a LIBO RateSOFR Loan shall be made pursuant to the Administrative Agent. Each such notice must be in writing and Lead Borrower’s submission of a LIBO RateSOFR Loan Notice, which must be received by the Administrative Agent not later than 11:00 aon the X.xX. Government Securities Business Day that is three (i3) 1:00 p.m. (New York City time) three U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, or conversion into, LIBO Rate Loans a SOFR Loans Loan. Each LIBO RateSOFR Loan Notice shall specify (i) the requested date of the Borrowing or in continuation, as the case of any such Borrowing to may be made on the Closing Date, one (which shall be a Business Day prior to the Closing DateDay), (ii) 1:00 p.m. one Business Day prior to the requested date principal amount of any Term Borrowing of Base Rate Loans or of any conversion of SOFR LIBO RateSOFR Loans to Base Rate Loans and be borrowed or continued (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) four Business Days prior to the requested Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) Business Days before the requested Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) which shall be 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. Each Borrowing of, conversion to or continuation of SOFR Loans shall be (i) in a principal amount of $1,000,000, 1,000,000 or (ii) a whole multiple of $500,000 250,000 in excess thereof. Except as provided in Section 2.03(d), each Borrowing ofand (iii) the duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. On the requested date of any LIBO RateSOFR Loan (other than any continuation of an existing LIBO RateSOFR Loan), (i) in the event that Base Rate Loans are outstanding in an amount equal to or conversion togreater than the requested LIBO RateSOFR Loan, all or a portion of such Base Rate Loans shall be automatically converted to a LIBO RateSOFR Loan in the amount requested by the Lead Borrower, and (ii) if Base Rate Loans are not outstanding in an amount at least equal to the requested LIBO RateSOFR Loan, the Lead Borrower shall make an electronic request via the Portal for additional Base Rate Loans in an such amount, when taken with the outstanding Base Rate Loans (which shall be converted automatically at such time), as is necessary to satisfy the requested LIBO RateSOFR Loan. If the Lead Borrower fails to make such additional request via the Portal as required pursuant to clause (ii) of the foregoing sentence, then the Borrowers shall be responsible for all amounts due pursuant to Section 3.05 hereof arising on account of such failure. If the Lead Borrower fails to give a timely notice with respect to any continuation of a LIBO RateSOFR Loan, then the applicable Loans shall be converted to Base Rate Loans, effective as of the last day of the Interest Period then in effect with respect to the applicable LIBO RateSOFR Loans. All requests for a Borrowing which are not made by electronic request of the Lead Borrower through the Portal shall be subject to (and unless the Agent elects otherwise in the exercise of its sole discretion, such Borrowing shall not be made until the completion of) the then standard authentication process used by the Agent for such purposes (with results satisfactory to the Agent) prior to the funding of any such requested Loan. (c) The Agent shall promptly notify each Lender of the amount of its Applicable ABL Percentage of the applicable ABL Loans, or its Applicable FILO Percentage of the applicable FILO Loans and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(b). In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Agent in immediately available funds at the Agent Payment Account not later than 1:00 p.m. on the Business Day specified in the applicable 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), the Agent shall as promptly as practicable make all funds so received available to the Borrowers in like funds (and, in any event , shall use commercially reasonable efforts to make all such funds available to the Borrowers) by no later than 4:00 p.m. on the day of receipt by the Agent either by (i) in a principal crediting the account of the Lead Borrower on the books of Xxxxx Fargo with the amount of $1,000,000, such funds or (ii) a whole multiple wire transfer of $500,000 such funds, in excess thereof. Notwithstanding each case in accordance with instructions provided to (and reasonably acceptable to) the foregoing, Agent by the Delayed Draw Term Loans shall be available in Borrowings of not less than (i) $1,000,000, or (ii) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingLead Borrower.
Appears in 1 contract
Samples: Credit Agreement (Chico's Fas, Inc.)
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 of a given Class from one Type to the other, and each continuation of SOFR Loans, Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent. Each such Agent (provided that the notice must be in writing and must be received by respect of the Administrative Agent not later than (i) 1:00 p.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 (or in the case of any such Borrowing to be made initial Borrowings on the Closing Date, one Business Day prior or in connection with any acquisition permitted under this Agreement, or in connection with any Borrowing or Credit Extension, as applicable, under an Incremental Amendment, Refinancing Amendment, amendment in respect of Replacement Term Loans or Extension Offer, may be conditioned on, with respect to the Closing Datefunding of the initial Borrowing under this Agreement, the closing of the Transaction or, with respect to any future Borrowing under this Agreement, such acquisition or any such Borrowing or Extension under an Incremental Amendment, Refinancing Amendment, amendment in respect of Replacement Term Loans or Extension Offer, as applicable), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as which may be agreed to given by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” telephone. Each such written notice must be received by the Administrative Agent (i) not later than 1:00 p.m. (New York City time) four Business Days prior to the requested Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 12:00 p.m. (New York City time) three (3) U.S. Government Securities Business Days before prior to the requested Borrowingdate of any Borrowing or continuation of SOFR Rate Loans denominated in Dollars or any conversion of Base Rate Loans to SOFR Rate Loans, continuation (ii) not later than 12:00 p.m. (New York City time) on the requested date of any Borrowing of Base Rate Loans or conversion dateof any SOFR Rate Loans (or RFR Loans) to Base Rate Loans, as applicable(iii) solely to the extent applicable following a Benchmark Replacement or otherwise pursuant to Section 3.03, not later than 12:00 p.m. (New York City time) five (5) U.S. Government Securities Business Days prior to the Administrative Agent shall notify requested date of any Borrowing of RFR Loans or any conversion of Base Rate Loans to RFR Loans and (iv) one (1) Business Day prior to the Closing Date with respect to any Loans incurred on the Closing Date. Each telephonic notice by the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Sections 2.14 and 2.15 and except for the Initial Term Loans made on the Closing Date, each Borrowing of, conversion to or continuation of SOFR Rate Loans (or RFR 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 thereofthereof (or, if applicable, the entire then outstanding amount of the Loans). Except as provided in Section 2.03(d)Sections 2.14 and 2.15, 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. Notwithstanding the foregoingthereof (or, if applicable, the Delayed Draw entire then outstanding amount of the Loans). Each Loan Notice (whether telephonic or written) shall specify (i) the Class of the Borrowing requested and whether the Borrower is requesting the making of new Loans of the respective Class, a conversion of Term Loans (of a given Class) from one Type to the other, or a continuation of SOFR Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or converted to, Base Rate Loans (iiunless the Loan being continued is a SOFR Rate Loan, in which case it shall be continued as a SOFR Rate Loan with an Interest Period of one (1) if month). If the Borrower requests a Borrowing of, conversion to, or continuation of SOFR Rate Loans in excess thereofany such Loan Notice, a whole multiple but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingone (1) month.
Appears in 1 contract
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 of a given Class from one Type to the other, and each continuation of SOFR Loans, Eurocurrency RateTerm Benchmark Loans shall be made upon the Borrower’s irrevocable written notice by to the Borrower Administrative Agent substantially in the form of a Loan Notice or in writing in any other form reasonably acceptable to the Administrative Agent, in each case appropriately completed and signed by a Responsible Officer of the Borrower (provided that the notice in respect of the initial Borrowings on the Closing Date, or in connection with any Permitted Acquisition or other acquisition permitted under this Agreement, or in connection with any Borrowing or Extension, as applicable, under an Incremental Amendment, Refinancing Amendment, amendment in respect of Replacement Term Loans or Extension Amendment, may be conditioned on, with respect to the funding of the initial Borrowing under this Agreement, the closing of the Transaction or, with respect to any future Borrowing under this Agreement, such Permitted Acquisition or other acquisition or any such Borrowing or Extension under an Incremental Amendment, Refinancing Amendment, amendment in respect of Replacement Term Loans or Extension Amendment, as applicable). Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.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 (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) four Business Days prior to the requested Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) U.S. Government Securities Business Days before prior to the requested Borrowingdate of any Borrowing or continuation of Eurocurrency RateTerm Benchmark Loans, continuation (ii) 12:00 p.m. (New York City time) on the Business Day of any proposed Borrowing of Base Rate Loans or RFR Loans (or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented of Eurocurrency RateTerm Benchmark Loans to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(aBase Rate Loans) shall be delivered and (iii) 1:00 p.m. (New York City time) one (1) Business Day prior to the Administrative Agent Closing Date with respect to any Loans incurred on the Closing Date. Except as provided in the form of a written Committed Loan NoticeSections 2.14 and 2.15, appropriately completed and signed by a Responsible Officer of the Borrower. Each each Borrowing of, conversion to or continuation of SOFR Eurocurrency RateTerm Benchmark 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 thereofthereof in the case of Term Loans or Revolving Credit Loans. Except as provided in Section 2.03(dSections 2.03(c), 2.04(c), 2.14 and 2.15, each Borrowing of, of or conversion to, to Base Rate Loans or RFR 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. Notwithstanding Each Loan Notice shall specify (i) the foregoingClass of the Borrowing requested and whether the Borrower is requesting the making of new Loans of the respective Class, a conversion of Term Loans or Revolving Credit Loans (of a given Class) from one Type to the other, or a continuation of Eurocurrency RateTerm 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 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 Delayed Draw duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or converted to, Base Rate Loans (iiunless the Loan being continued is a Eurocurrency RateTerm Benchmark Loan, in which case it shall be continued as a Eurocurrency RateTerm Benchmark Loan with an Interest Period of one month). Any such automatic conversion to Base Rate Loans or continuation 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 Eurocurrency RateTerm Benchmark Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency RateTerm Benchmark Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingmonth.
Appears in 1 contract
Samples: Credit Agreement (Solo Brands, Inc.)
Borrowings, Conversions and Continuations of Loans. (a1) 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, and each continuation of SOFR Loans, LIBOR Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative AgentLender, which shall be given in writing as provided herein. Each such notice must be in writing and must be received by the Administrative Agent Lender not later than 11:00 a.m. (i) 1:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, to or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base LIBOR Rate Loans or of any conversion of SOFR LIBOR Rate Loans to Base Rate Loans Loans, and (iiiii) 1:00 p.m. one Business Day prior to on the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base LIBOR Rate Loans to, SOFR Loans having an Interest Accrual Period of twelve nine months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Accrual Period,” such written the applicable notice must be received by the Administrative Agent Lender not later than 1:00 p.m. (New York City time) 11:00 a.m. four Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent Lender shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Accrual Period is acceptable to all of them (and, not it. Not later than 2:00 p.m. (New York City time) 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent Lender shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Accrual Period has been consented agreed to by all the Appropriate Lenders)it. Each notice by the Borrower pursuant to this Section 2.02(a2.02(b)(i) shall must be delivered given by delivery to the Administrative Agent in Lender of the form of a written Committed Loan NoticeDaily Funds Movement Report, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing ofDaily Funds Movement Report that contemplates a Borrowing, conversion to or continuation of SOFR one or more Loans, shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of LIBOR Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) wiring instructions for any funds to be credited to the Borrower, and (vi) if applicable, the duration of the Interest Accrual Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Daily Funds Movement Report that contemplates a Borrowing, conversion or continuation of one or more Loans, or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be (i) in a principal amount of $1,000,000made as, or (ii) a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(d), each Borrowing of, or conversion converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be (i) effective as of the last day of the Interest Accrual Period then in effect with respect to the applicable LIBOR Rate Loans. If the Borrower requests a principal amount of $1,000,000Borrowing of, conversion to, or (ii) continuation of LIBOR Rate Loans in any such Daily Funds Movement Report that contemplates a whole multiple Borrowing, conversion or continuation of $500,000 in excess thereof. Notwithstanding one or more Loans, but fails to specify an Interest Accrual Period, then the foregoing, the Delayed Draw Term applicable Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or (ii) if in excess thereofconverted to, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingBase Rate Loans.
Appears in 1 contract
Samples: Secured Credit Agreement (Oppenheimer Holdings Inc)
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, and each continuation of SOFR Loans, Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 2:00 p.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 Eurodollar Rate Loans, or of any conversion of Eurodollar Rate Loans to Base Rate Loans (or in provided that with respect to the case Term Borrowing consisting of any such Borrowing to be made Initial Term Loans on the Closing Date, one Business Day prior to such notice may be received by the Closing Date), Administrative Agent not later than 9:00 a.m. (New York City time) on the requested date of such Borrowing) and (ii) 1:00 12:00 p.m. one Business Day prior to (New York City time) on the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that (other than in case of any Borrowing of Eurodollar Rate Loans on the Closing Date) if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurodollar Rate Loans to, SOFR Loans having an Interest Period of twelve other than one, two, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written , the applicable notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. (New York City time) four five Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. 10:00 a.m. (New York City time) three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each written notice by the Borrower pursuant to this Section 2.02(a) shall be delivered by the Borrower to the Administrative Agent in the form of a Committed Loan Notice, and each telephone notice shall be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, in each case, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of SOFR Eurodollar Rate Loans shall be (i) in a principal amount of $1,000,000, 5,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Except as provided in Section 2.03(dSections 2.03(c) and 2.04(b), each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount of $1,000,000, 1,000,000 or (ii) a whole multiple of $500,000 in excess thereof. Notwithstanding Each Committed Loan Notice shall specify (i) whether the foregoingBorrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Tranche is to be converted and (v) if applicable, the Delayed Draw duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or (ii) if converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in excess thereofeffect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstandingSwing Line Loan may not be converted to a Eurodollar Rate Loan.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which shall be given in the form of a Loan Notice. In the case of an initial Borrowing of the Term Loans on the Closing Date, the Borrower must deliver a Loan Notice to the Administrative Agent not later than 11:00 a.m. (New York, New York time) two (2) Business Days prior to the Closing Date. Each Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, each Revolving Credit Borrowing, each a conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans from one Type to the other, and each or a continuation of 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 Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made upon irrevocable notice by as, or converted to or continued as, Term SOFR Loans with an Interest Period of three months. Any such automatic conversion to or continuation of Term SOFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of three months. (b) Following the receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans and each Lender shall make available all amounts it is to fund to the Borrower, under any Borrowing, in immediately available funds to the Administrative Agent in Dollars, at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Each such notice must be Upon satisfaction of the applicable conditions set forth in writing Section 4.01 and must be Section 4.02, the Administrative Agent shall then make all funds so received available to the Borrower in like funds as received by the Administrative Agent not later than either by wire transfer of such funds in accordance with instructions provided to (iand reasonably acceptable to) 1:00 p.m. the Administrative Agent by the Borrower. (New York City timec) three Business Days prior to the requested date of any Borrowing ofExcept as otherwise provided herein, conversion of Base Rate Loans to, a Term SOFR Loan may be continued or continuation of, SOFR Loans (or in the case of any such Borrowing to be made converted only on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date last day of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or for such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) four Business Days prior to the requested Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) Business Days before the requested Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders)Term SOFR Loan. Each notice pursuant to this Section 2.02(a) shall be 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. Each Borrowing of, conversion to or continuation of SOFR Loans shall be (i) in a principal amount of $1,000,000, or (ii) a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(d), each Borrowing of, or conversion 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. Notwithstanding the foregoing, the Delayed Draw Term Loans shall be available in Borrowings of not less than (i) $1,000,000, or (ii) if in excess thereof, a whole multiple of $500,000 or, if less, the unfunded Delayed Draw Commitments then outstanding.During the
Appears in 1 contract
Samples: Credit Agreement (Ameresco, Inc.)
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 any Borrowing from one Type to the other, and each continuation of SOFR Loans, shall any Eurodollar Rate Borrowing will be made upon the applicable Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. (12:00 noon, New York City time, three (3) three Business Days prior to the requested date of any Borrowing of, or conversion of Base Rate Loans to, to or continuation of, SOFR Eurodollar Rate Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), and (ii) 1:00 p.m. one Business Day prior to 10:00 a.m., New York City time, on the requested date of any Term Borrowing of of, or conversion to, Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, provided that if the applicable Borrower specifies a Pre-Funding Date in any Loan Notice, then such Loan Notice must be received by the Administrative Agent not later than 10:00 a.m., New York City time, on the Pre-Funding Date; provided further that if the applicable Borrower wishes to request a Eurodollar Rate Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months other than one month in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written ”, the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (12:00 noon, New York City time, four (4) four Business Days prior to the requested date of such Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall will give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (12:00 noon, New York City time) , three (3) Business Days before the requested date of such Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall will notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each telephonic notice by the applicable Borrower pursuant to this Section 2.02(a) shall must be delivered confirmed promptly by hand delivery, fax or e-mail to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Loan shall be made as part of a Borrowing ofconsisting of Loans of the same Type made by the Lenders ratably in accordance with their respective Commitments. Each Borrowing initially shall be of the Type specified in the applicable Loan Notice and, in the case of a Eurodollar Rate Borrowing, each Borrowing shall have an initial Interest Period as specified in such applicable Loan Notice. Thereafter, the applicable Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Eurodollar Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.02(a). A Borrower may elect different conversion or continuation options with respect to different portions of the affected Borrowing (and all references herein to conversion or continuation of SOFR Loans a Borrowing shall be (i) understood to include any such election of different options with respect thereto), in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. At the commencement of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in a principal amount of $1,000,000, 5,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Except as provided in Section 2.03(d)At the Closing Date, each Borrowing of, or conversion to, Base Rate Loans Borrowing shall be (i) in a principal amount of $1,000,000, 5,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Notwithstanding the foregoing, the Delayed Draw Term Loans shall be available in Borrowings of not less than Each Loan Notice (whether telephonic or written) will specify (i) $1,000,000whether the applicable Borrower is requesting a Borrowing, a conversion of any Borrowing from one Type to the other, or a continuation of any Eurodollar Rate Borrowing, (ii) the requested date of such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), and if in excess applicable, the anticipated Closing Date and the requested Pre-Funding Date, (iii) the aggregate principal amount of Loans to be borrowed or the existing Borrowing that is to be converted or continued (and, if different conversion or continuation options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing), (iv) the Type of each requested resulting Borrowing, provided that if any Loan Notice specifies a whole multiple Pre-Funding Date, then the requested Borrowing shall initially be a Base Rate Borrowing, (v) the duration of $500,000 or, the Interest Period with respect to each requested resulting Eurodollar Rate Borrowing and (vi) if lessapplicable, the unfunded Delayed Draw Commitments location and number of the account to which funds are to be disbursed, which account shall be located in New York City, Switzerland or another jurisdiction acceptable to the Administrative Agent. If the applicable Borrower fails to specify a Type of the requested Loans in a Loan Notice, then outstandingthe applicable Loans will be made as Base Rate Loans. If the applicable Borrower fails to give timely notice requesting a conversion or continuation of any Eurodollar Rate Borrowing, such Eurodollar Rate Borrowing will be continued with an Interest Period of one month. If the applicable Borrower requests a Borrowing of, or conversion to or continuation of, Eurodollar Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
Appears in 1 contract
Borrowings, Conversions and Continuations of Loans. (ae) Each Term Borrowing, each Revolving Credit Borrowing and Term Borrowing, each conversion of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans and Term Loans from one Type to the otheranother, and each continuation of Eurodollar RateTerm SOFR Loans, Committed Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone or 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 in writing and Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. (New York City time) three threetwo Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar RateTerm SOFR Committed Loans or of any conversion of Eurodollar RateTerm SOFR Committed Loans from Eurodollar Rate Loans to Base Rate Loans toor LIBOR Floating RateDaily SOFR Loans, or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), and (ii) 1:00 p.m. one Business Day prior to on the requested date of any Term Borrowing of Base Rate Loans or of any LIBOR Floating RateDaily SOFR Loans or conversion of Base Rate Loans to LIBOR Floating RateDaily SOFR Loans or LIBOR Floating RateDaily SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoans; provided, however, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, Eurodollar RateTerm SOFR Committed Loans having an Interest Period of twelve months other than one, three or six months, in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) 11:00 a.m. four Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (New York City time) three (3) 11:00 a.m., threetwo Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall be delivered to Lenders and the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the BorrowerAgent. Each Borrowing of, conversion to or continuation of Eurodollar RateTerm SOFR Committed Loans shall be (i) in a minimum principal amount of $1,000,000, or (ii) a whole multiple of $500,000 in excess thereof5,000,000. Except as provided in Section 2.03(d2.04(c), each Borrowing of, of or conversion to, to Base Rate Loans and LIBOR Floating RateDaily SOFR Loans shall be (i) in a minimum principal amount of $1,000,000500,000. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing, a conversion of Loans from one Type to another, or a continuation of Eurodollar RateTerm SOFR Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a whole multiple Business Day), (iii) the principal amount of $500,000 in excess thereof. Notwithstanding Revolving Credit Loans or Term Loans to be borrowed, converted or continued, (iv) the foregoingType and Class of Revolving Credit Loans or Term Loans to be borrowed or continued or to which existing Revolving Credit Loans or Term Loans are to be converted and (v) if applicable, the Delayed Draw duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans or Term Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or (ii) if converted to, LIBOR Floating RateDaily SOFR Loans. Any automatic conversion of Revolving Credit Loans or Term Loans to LIBOR Floating RateDaily SOFR Loans shall be effective as of the last day of the Interest Period then in excess thereofeffect with respect to the applicable Eurodollar RateTerm SOFR Committed Loans. If the Borrower requests a Borrowing of, a whole multiple conversion to, or continuation of $500,000 orEurodollar RateTerm SOFR Committed Loans in any such Committed Loan Notice, if lessbut fails to specify an Interest Period, the unfunded Delayed Draw Commitments then outstandingit will be deemed to have specified an Interest Period of one month.
Appears in 1 contract
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, and each continuation of Eurocurrency Rate Loans or Term SOFR Loans, Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. (New York City time) time three Business Days prior to the requested date of any Borrowing of, or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans toto Eurocurrency Rate Loans, (ii) 11:00 a.m. New York City time two Business Days prior to the requested date 107 of any Borrowing or continuation of, of Term SOFR Loans or any conversion of Base Rate Loans to Term SOFR Loans, and (or in iii) 11:00 a.m. New York City time on the case requested date of any such Borrowing of Base Rate Loans or (if applicable) Daily SOFR Loans; provided that the notice referred to in subclause (i) above may be made on the Closing Date, delivered no later than one (1) Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to Date in the requested date case of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving initial Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanExtensions denominated in Dollars; provided, further, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurocurrency Rate Loans to, SOFR Loans having an Interest Period of twelve other than one week, or one, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) 11:00 a.m. four Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (New York City time) 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each telephonic notice by the Borrower pursuant to this Section Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Section 2.14(a), (i) each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans and (ii) each Borrowing of or conversion to or continuation of Term SOFR Loans shall or (if applicable) Daily SOFR Loans shall, in each case, be (i) in a minimum principal amount of $1,000,000, or (ii) a whole multiple of $500,000 250,000 in excess thereof. Except as provided in Section 2.03(dSections 2.03(c), 2.04(c), 2.14(a), each Borrowing of, of or conversion to, to Base Rate Loans shall be (i) in a minimum principal amount of $1,000,000, 500,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof. Notwithstanding Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the foregoingBorrower 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, or a continuation of 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 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 Delayed Draw 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. If the Borrower fails to specify an Approved Currency of a Loan in a Committed Loan Notice, such Loan shall be made in Dollars. If the Borrower 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 Term Loans or Revolving Credit Loans shall be available made as or converted to (x) in Borrowings the case of not less than any Loan denominated in Dollars, Base Rate Loans or (iy) $1,000,000in the case of any Loan denominated in an Approved Foreign Currency, Eurocurrency Rate Loans in the Approved Currency having an Interest Period of one month, as applicable. Any such automatic 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 Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans or Term SOFR 108 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 (ii1) if month. No Loan may be converted into or continued as a Loan denominated in excess thereofanother Approved Currency, a whole multiple of $500,000 or, if less, but instead must be prepaid in the unfunded Delayed Draw Commitments then outstandingoriginal Approved Currency or reborrowed in another Approved Currency.
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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, and each continuation of Eurocurrency Rate Loans or Term SOFR Loans, Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. (New York City time) time three Business Days prior to the requested date of any Borrowing of, or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to, or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date)Eurocurrency Rate Loans, (ii) 1:00 p.m. one 11:00 a.m. New York City time two Business Day Days prior to the requested date of any Borrowing or continuation of Term SOFR Loans or any conversion of Base Rate Loans to Term SOFR Loans, and (iii) 11:00 a.m. New York City time on the requested date of any Borrowing of Base Rate Loans or of any conversion of (if applicable) Daily SOFR Loans Loans; provided that the notice referred to Base Rate Loans and in subclause (iiii) 1:00 p.m. above may be delivered no later than one (1) Business Day prior to the requested date Closing Date in the case of any Revolving initial Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanExtensions denominated in Dollars; provided, further, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Eurocurrency Rate Loans to, SOFR Loans having an Interest Period of twelve other than one week, or one, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) 11:00 a.m. four Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (New York City time) 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each telephonic notice by the Borrower pursuant to this Section Section 2.02(a) shall must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Except as provided in Section 2.14(a), (i) each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans and (ii) each Borrowing of or conversion to or continuation of Term SOFR Loans shall or (if applicable) Daily SOFR Loans shall, in each case, be (i) in a minimum principal amount of $1,000,000, or (ii) a whole multiple of $500,000 250,000 in excess thereof. Except as provided in Section 2.03(dSections 2.03(c), 2.04(c), 2.14(a), each Borrowing of, of or conversion to, to Base Rate Loans shall be (i) in a minimum principal amount of $1,000,000, 500,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof. Notwithstanding Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the foregoingBorrower 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, or a continuation of Eurocurrency Rate Loans or Term SOFR Loans, (ii) the requested 109 date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans of a Class or Revolving Credit Loans are to be converted (v) in the case of a Revolving Credit Borrowing, the Delayed Draw 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. If the Borrower fails to specify an Approved Currency of a Loan in a Committed Loan Notice, such Loan shall be made in Dollars. If the Borrower 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 Term Loans or Revolving Credit Loans shall be available made as or converted to (x) in Borrowings the case of not less than any Loan denominated in Dollars, Base Rate Loans or (iy) $1,000,000in the case of any Loan denominated in an Approved Foreign Currency, Eurocurrency Rate Loans in the Approved Currency having an Interest Period of one month, as applicable. Any such automatic 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 Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency 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 (ii1) if month. No Loan may be converted into or continued as a Loan denominated in excess thereofanother Approved Currency, a whole multiple of $500,000 or, if less, but instead must be prepaid in the unfunded Delayed Draw Commitments then outstandingoriginal Approved Currency or reborrowed in another Approved Currency.
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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 otheranother, and each continuation of SOFR Term Benchmark Rate Loans or RFR Loans, shall be made upon irrevocable notice by the applicable Borrower to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent (and in the case of clause (2)(A)(ii) below, with a copy to each Revolving Credit Lender) not later than (i1) 1:00 in the case of a Term Borrowing, 12:00 p.m. (New York City time) (A) three (3) Business Days prior (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior) to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, SOFR Term Benchmark Rate Loans (which requested date must be a Business Day for the Administrative Agent and Lenders) and (B) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans or of any conversion of Term Benchmark Rate Loans to Base Rate Loans and (2) in the case of a Revolving Credit Borrowing, (A) 1:00 p.m. (New York City time) (i) three (3) Business Days prior (or in the case of any such Borrowing to be made on the Closing Date, one (1) Business Day prior prior) to the Closing Date)requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Term Benchmark Rate Loans and (ii) 1:00 p.m. one (1) Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Term Benchmark Rate Loans to Base Rate Loans (which requested date must be a Business Day for the Administrative Agent and Lenders) and (iiiB) 1:00 2:00 p.m. one (London Time) four (4) Business Day Days prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans toof, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) four Business Days prior to the requested Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) Business Days before the requested Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders)RFR Loans. Each notice pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan NoticeNotice with respect to Initial Term Loans, appropriately completed and signed by a Responsible Officer of the Borrowers or the applicable Borrower. Each Borrowing of, conversion to or continuation of SOFR Term Benchmark Rate Loans or RFR Loans shall be (i) in a principal amount of $1,000,000, or (ii) a whole multiple of $500,000 100,000 in excess thereof. Except as provided in Section 2.03(d), each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount of $1,000,000, or (ii) a whole multiple of $500,000 100,000 in excess thereof. Notwithstanding Each Committed Loan Notice shall specify (i) the foregoingidentity of the Borrower (or Borrowers) requesting the Credit Extension, (ii) whether the Borrowers (or the applicable Borrower) are 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 another, or a continuation of Term Benchmark Rate Loans or RFR Loans, (iii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iv) the principal amount of Loans to be borrowed, converted or continued, (v) the 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, (vi) if applicable, the Delayed Draw duration of the Interest Period with respect thereto and (vii) the currency in which the Revolving Credit Loans to be borrowed are to be denominated (which shall be Dollars or an Alternative Currency). If the Borrowers (or the applicable Borrower) fail to specify a Type of Loan in a Committed Loan Notice, or if the Borrowers (or the applicable Borrower) fail to give a timely notice requesting a conversion or continuation of Term Benchmark Rate Loans, then such Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or converted to, Term Benchmark Rate Loans with an Interest Period of one (ii1) month (or in the case of a continuation of an RFR Loan or if in excess thereof, a whole multiple the currency of $500,000 or, if lessthe Loan is specified as Pounds Sterling, the unfunded Delayed Draw Commitments applicable Revolving Credit Loan shall be made as an RFR Loan having an Interest Period of one month). Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then outstandingin effect with respect to the applicable Term Benchmark Rate Loans or RFR Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of Term Benchmark Rate Loans or RFR 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.
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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, and each continuation of SOFR Loans, Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower Representative (on behalf of the Borrowers) (or in the case of the borrowing of the Initial Term Loans, the Initial U.S. Borrower and the Lux Borrower) to the Administrative Agent. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. 11:00 a.m. (New York City timetime in the case of Loans denominated in Dollars, or London time in the case of any Borrowing denominated in an Alternative Currency) (i) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, SOFR Eurocurrency Rate Loans (or denominated in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date)Dollars, (ii) 1:00 p.m. (x) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Yen and (y) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in any other Alternative Currency, (iii) three Business Days prior to the requested date of any conversion of Eurocurrency Rate Loans to Base Rate Loans denominated in Dollars and (iv) one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loandenominated in Dollars; provided, however, that if the Borrower wishes Borrowers wish to request a Borrowing of, or a continuation of or a conversion of Base Eurocurrency Rate Loans to, SOFR Loans in an Alternative Currency having an Interest Period of twelve other than one, two, three or six months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written , the applicable notice from the Borrower Representative (on behalf of the Borrowers) must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City time) four five Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. 10:00 a.m. (New York City time) three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower Borrowers whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall be 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 Representative (on behalf of the Borrowers) (or in the case of the borrowing of the Initial Term Loans, the Initial U.S. Borrower and the Lux Borrower). Each Borrowing of, conversion to or continuation of SOFR Eurocurrency Rate Loans shall be (i) in a principal amount Dollar Amount of $1,000,000, 5,000,000 or (ii) a whole multiple of a Dollar Amount of $500,000 1,000,000 in excess thereof. Except as provided in Section Sections 2.03(d) and 2.04(c), each Borrowing of, or conversion to, Base Rate Loans shall be (i) in a principal amount Dollar Amount of $1,000,000, 1,000,000 or (ii) a whole multiple of a Dollar Amount of $500,000 1,000,000 in excess thereof. Notwithstanding Each Committed Loan Notice shall specify (i) whether the foregoingBorrowers are 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, or a continuation of 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) in the case of Revolving Credit Loans, whether such Borrowing is to be made under the Dollar Tranche or the Multicurrency Tranche and the currency in which the Revolving Credit Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Tranche of Term Loans, Specified Refinancing Revolving Loans or Revolving Credit Loans are to be converted and (vi) if applicable, the Delayed Draw duration of the Interest Period with respect thereto; provided that all Additional Initial Term Loans borrowed on the First Amendment Effective Date shall have the Interest Period as set forth in clause (d) of the definition of “Interest Period” herein.. If, (x) with respect to any Eurocurrency Rate Loans denominated in Dollars, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail 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 available in Borrowings of not less than (i) $1,000,000made as, or converted to, Base Rate Loans or (iiy) with respect to any Eurocurrency Rate Loans denominated in an Alternative Currency, the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if in excess thereofthe Borrowers fail 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 converted to, a whole multiple Eurocurrency Rate Loan with an Interest Period of $500,000 orone month. Any such automatic conversion or continuation 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 Eurocurrency Rate Loans. If no election as to Tranche of Revolving Credit Loans is requested, if lessand the Revolving Credit Loans requested are in Dollars, such election shall be deemed to be made under the Dollar Tranche. If the Borrower Representative (on behalf of the Borrowers) requests a Borrowing of, conversion to, or continuation of 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 no currency is specified, the unfunded Delayed Draw Commitments then outstandingrequested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan.
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Samples: Credit Agreement (Ortho Clinical Diagnostics Holdings PLC)
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, and each continuation of Eurocurrency Rate Loans or, XXXXX Rate Loans or Term SOFR Loans, Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone. Each such notice must be in writing and must be received by the Administrative Agent not later than (i) 1:00 p.m. (New York City time) time three Business Days prior to the requested date of any Borrowing of, or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans toto Eurocurrency Rate Loans, or continuation of, SOFR in each case other than Eurocurrency Rate Loans (or denominated in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date)Yen, (ii) 1:00 p.m. one New York City time five Business Day Days prior to the requested date of any Term Borrowing or continuation of XXXXX Xxxx Loans denominated in Yen or any conversion of Base Rate Loans or of any conversion of SOFR to XXXXX Xxxx Loans to Base Rate Loans and denominated in Yen, (iii) 1:00 p.m. one New York City time four Business Day Days prior to the requested date of any Revolving Credit Borrowing or continuation of XXXXX Xxxx Loans denominated in Sterling or any conversion of Base Rate Loans to XXXXX Xxxx Loans denominated in Sterling and, (iv) 11:00 a.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 Term SOFR Loans and (v) 12:00 noon New York City time on the requested date of any Borrowing of Base Rate Loans or (if applicable) Daily SOFR Loans; provided that the notice referred to in subclause (i) above may be delivered (x) no later than one (1) Business Day prior to the Closing Date in the case of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months initial Credit Extensions denominated in duration Dollars and (or y) such shorter interest period of time as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) four Business Days prior to the requested Borrowing, continuation or conversion date, as applicable, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not later than 2:00 p.m. (New York City time) three (3) Business Days before the requested Borrowing, continuation or conversion date, as applicable, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer case of the Borrower. Each Borrowing of, conversion to or continuation of SOFR Loans shall be (i) in a principal amount of $1,000,000, or (ii) a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(d), each Borrowing of, or conversion 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. Notwithstanding the foregoing, the Delayed Draw Initial B-3 Dollar Term Loans shall be available in Borrowings of not less than (i) $1,000,000, or (ii) if in excess thereof, a whole multiple of $500,000 or, if less, on the unfunded Delayed Draw Commitments then outstanding.Amendment No. 4
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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, and each continuation of SOFR Loans, Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative 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 in writing and must be received by the Administrative Agent not later than (i) 1:00 p.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 (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), (ii) 1:00 p.m. one Business Day prior to the requested date of any Term Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate Loan; provided, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, SOFR Loans having an Interest Period of twelve months in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City timei) (x) three Business Days prior to the requested date of any Revolving Credit Borrowing or Term Loan Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Loans or, (y) on any date prior to the termination of the Availability Period with respect to the Term Loans, eight Business Days prior to such requested date of any such Revolving Credit Borrowing or Term Loan Borrowing and (ii) (x) on the requested date of any Revolving Credit Borrowing or Term Loan Borrowing of Base Rate Loans or (y) on any date prior to the termination of the Availability Period with respect to the Term Loans, three Business Days prior to such requested date of any such Revolving Credit Borrowing or Term Loan Borrowing; provided however that such notice with respect to the Initial Tranche A Term Loan Funding must be received by the Administrative Agent not later than 1:00 p.m. one Business Day prior to such Term Loan Borrowing; provided further that if the Borrower wishes to request Eurocurrency 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 must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation or conversion date, as applicableof Eurocurrency Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders under the applicable Facility of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (New York City time) 1:00 p.m., three (3) Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans having an Interest period other than one, two, three or conversion date, six months in duration as applicableprovided in the definition of “Interest Period”, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate such Lenders). Each notice pursuant to this Section 2.02(a) shall be 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. Each Revolving Credit Borrowing of, conversion to or continuation of SOFR Eurocurrency Rate Loans shall be (i) in a principal amount of $1,000,000, 5,000,000 or (ii) a whole multiple of $500,000 1,000,000 in excess thereof. Except as provided in Section 2.03(dSections 2.03(c) and 2.04(c), each Revolving Credit Borrowing of, of or conversion to, to Base Rate Loans shall be (i) in a principal amount of $1,000,000, 500,000 or (ii) a whole multiple of $500,000 100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing and/or a Term Loan Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing(s), conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans and/or Term Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of 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. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan. Notwithstanding the foregoingabove, the Delayed Draw all Term Loans shall automatically be available in Borrowings of not less than (i) $1,000,000, or (ii) if in excess thereof, a whole multiple of $500,000 or, if less, converted into Fixed Rate Loans on the unfunded Delayed Draw Commitments then outstanding.Amendment No. 16 Effective Date. 66
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Borrowings, Conversions and Continuations of Loans. (ao) 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 otheranother, and each continuation of LIBORTerm SOFR Loans, Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent, which may be given by telephone or 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 in writing and Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. Central time (i) 1:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of LIBORTerm SOFR Loans or of any conversion of LIBORTerm SOFR Loans to Base Rate Loans toor LIBOR Daily RateSOFR Loans, or continuation of, SOFR Loans (or in the case of any such Borrowing to be made on the Closing Date, one Business Day prior to the Closing Date), and (ii) 1:00 p.m. one Business Day prior to on the requested date of any Term Borrowing of Base Rate Loans or of any LIBOR Daily RateSOFR Loans or conversion of SOFR Base Rate Loans to LIBOR Daily RateSOFR Loans or LIBOR Daily RateSOFR Loans to Base Rate Loans and (iii) 1:00 p.m. one Business Day prior to the requested date of any Revolving Credit Borrowing of Base Rate Loans or of any conversion of SOFR Loans to Base Rate LoanLoanLoans; provided, however, that if the Borrower wishes to request a Borrowing of, or a continuation of or a conversion of Base Rate Loans to, LIBORTerm SOFR Loans having an Interest Period of twelve months other than one, three or six months, in duration (or such shorter interest period as may be agreed to by all Lenders of the applicable Tranche) as provided in the definition of “Interest Period,” such written the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) 11:00 a.m. Central time four Business Days prior to the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and, not them. Not later than 2:00 p.m. (New York City 11:00 a.m. Central time) , three (3) Business Days before the requested date of such Borrowing, continuation conversion or conversion date, as applicablecontinuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders). Each notice pursuant to this Section 2.02(a) shall be 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. Each Borrowing of, conversion to or continuation of LIBORTerm SOFR Loans shall be (i) in a minimum principal amount of $1,000,000, or (ii) a whole multiple 5,000,000. Each Borrowing of $500,000 in excess thereof. Except as provided in Section 2.03(d), each Borrowing of, or conversion to, to Base Rate Loans and LIBOR Daily RateSOFR Loans shall be (i) in a minimum principal amount of $1,000,000500,000. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of, Loans from one Type to another, or a continuation of LIBORTerm SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a whole multiple Business Day), (iii) the principal amount of $500,000 in excess thereof. Notwithstanding Loans to be borrowed, converted or continued, (iv) the foregoingType of Loans to be borrowed or continued or to which existing Loans are to be converted and (v) if applicable, the Delayed Draw Term duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be available in Borrowings of not less than (i) $1,000,000made as, or (ii) if converted to, LIBOR Daily RateSOFR Loans. Any automatic conversion of Term SOFR Loans to LIBOR Daily RateSOFR Loans shall be effective as of the last day of the Interest Period then in excess thereofeffect with respect to such LIBORTerm SOFR Loans. If the Borrower requests a Borrowing of, a whole multiple conversion to, or continuation of $500,000 orLIBORTerm SOFR Loans in any such Committed Loan Notice, if lessbut fails to specify an Interest Period, the unfunded Delayed Draw Commitments then outstandingit will be deemed to have specified an Interest Period of one month.
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