Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Company wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 9:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requested. If the Company fails to specify a Type of Loan in a Loan Notice, then the applicable Loans shall be made as Base Rate Loans. Notwithstanding the foregoing, with respect to any Eurodollar Rate Loan made hereunder, if the Company fails to specify a Type of Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan shall be continued as a Eurodollar Rate Loan with an Interest Period of one month. If the Company requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation of a Eurodollar Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loan. (b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date the Loan Notice with respect to such Borrowing is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided above. (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. (d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to the Revolving Credit Facility. (f) The Obligations of the Company and each other Borrower shall be joint and several in nature. (g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower.
Appears in 5 contracts
Samples: Limited Waiver and Amendment to Credit Agreement (Granite Construction Inc), Credit Agreement (Granite Construction Inc), Credit Agreement (Granite Construction Inc)
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Company’s Borrowers’ irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephone telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 9:00 a.m.
11:00 a.m. (i) three (3) Business Days prior to the requested date of any Revolving Credit Borrowing of, conversion to or continuation of Eurodollar Rate Loans (other than Eurodollar Loans referred to in the following clause (ii)) or of any conversion of (x) Eurodollar Rate Loans to Base Rate LoansLoans or (y) Eurodollar Rate Loans that bear interest based on clause (a) of the definition of Eurodollar Rate to Eurodollar Loans that bear interest based on clause (b)(ii) of the definition of Eurodollar Rate, and (ii) on the requested date of any Revolving Credit Borrowing of Base Rate LoansLoans or Eurodollar Loans that bear interest based upon clause (b)(ii) of the definition of Eurodollar Rate; provided, however, that if the Company wishes Borrowers wish to request Eurodollar Rate Loans having an Interest Period other than one, two, three or of six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 9:00 11:00 a.m. four (4) Business Days prior to the requested date of such Revolving Credit Borrowing, conversion or continuation, 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. Not later than 10:00 11:00 a.m., three (3) Business Days before the requested date of such a Revolving Credit Borrowing, conversion or continuationcontinuation of Eurodollar Rate Loans having an Interest Period of six (6) months, the Administrative Agent shall notify the Company Borrowers (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders; and if such consent has not been given by all Lenders, the requested Borrowing shall automatically be converted to a request for a Revolving Credit Borrowing of Eurodollar Rate Loans bearing interest based on clause (b)(ii) of the definition of Eurodollar Rate. Any Eurodollar Rate Loan that the Borrowers have elected to bear interest based on clause (b)(ii) of the definition of Eurodollar Rate shall continue to so bear interest for successive Interest Periods of one Business Day, without any further notice of continuation, until a notice of conversion is effective with respect thereto or such Eurodollar Rate Loan is repaid. Each Revolving Credit Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c)Each Revolving Credit Borrowing of, each Borrowing of or conversion to to, Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Company is Borrowers are requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Revolving Credit Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans to be borrowed, converted or continued, (iv) the Type of Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (viwhich shall be one, two, three or six months (or, in the case of a Eurodollar Rate Loan that bears interest based on clause (b)(ii) of the Borrower for which such Borrowing is requesteddefinition of Eurodollar Rate, successive Interest Periods of one (1) Business Day)). If the Company fails Borrowers fail to specify a Type of Revolving Credit Loan in a Committed Loan NoticeNotice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding the foregoing, with respect Any such automatic conversion to any Eurodollar Rate Loan made hereunder, if the Company fails to specify a Type of Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan shall be continued as a Eurodollar Rate Loan with an Interest Period of one month. If the Company requests a Borrowing of, conversion to, or continuation of Eurodollar Base Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation of a Eurodollar Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to such the applicable Eurodollar Rate LoanLoans. If the Borrowers request a Revolving Credit Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fail to specify an Interest Period, they will be deemed to have specified an Interest Period of one (1) month.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the CompanyBorrowers, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsectionSection 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Each Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.02, the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of the Company Borrowers on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date the Loan Notice with respect to such Borrowing is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided aboveBorrowers.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Majority Lenders.
(d) The Administrative Agent shall promptly notify the Company Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten six (6) Interest Periods in effect with respect to the Revolving Credit Facilityeffect.
(f) The Obligations Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the Company and each other Borrower shall be joint and several portion of its Loans in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documentsconnection with any refinancing, including (i) the giving and receipt of noticesextension, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made loan modification or similar transaction permitted by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed Agreement, pursuant to have been delivered to each Borrowera cashless settlement mechanism approved by the Borrowers, the Administrative Agent, and such Lender.
Appears in 2 contracts
Samples: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, other and each continuation of Eurodollar Rate Revolving Credit Loans shall be made upon the CompanyBorrower’s irrevocable (subject to Section 3.03) notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.
12:00 p.m. (i) three two Business Days prior to the requested date of any Revolving Credit Borrowing of, conversion to or continuation of Eurodollar Rate Revolving Credit Loans or of any conversion of Eurodollar Rate Revolving Credit Loans to Base Rate Revolving Credit Loans, and (ii) on the requested date of any Revolving Credit Borrowing of Base Rate Revolving Credit Loans and (iii) on the Closing Date with respect to the GO Bond Term Loans; provided, however, that if the Company Borrower wishes to request Eurodollar Rate Revolving Credit Loans having an Interest Period other than oneseven days, twofourteen days, one month, two months, three months 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 9:00 a.m. four 12:00 p.m. three Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent (x) shall give prompt notice to the Revolving Credit Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not such Lenders and (y) not later than 10:00 a.m.12:00 p.m., three two Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Revolving Credit Lenders; provided, further, if any requested Revolving Credit Borrowing or portion thereof is to be utilized exclusively for working capital purposes (such Revolving Credit Borrowing or such portion being called a “Working Capital Borrowing”), the Borrower shall specify in the Revolving Credit Loan Notice that such Revolving Credit Borrowing or such portion is a Working Capital Borrowing. In addition, any repayment of a Loan that is intended as a repayment of all or any part of the outstanding amount of one or more Working Capital Borrowings shall be so identified to the Administrative Agent at the time of such repayment. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Revolving Credit Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Revolving Credit Borrowing of, conversion to or continuation of Eurodollar Rate Revolving Credit Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Revolving Credit Borrowing of or conversion to Base Rate Revolving Credit Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof. Each Revolving Credit Loan Notice (whether telephonic or written) shall specify (i) whether the Company Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Revolving Credit 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 Revolving Credit Loans to be borrowed, converted or continued, (iv) the Type of Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requestedthereto. If the Company Borrower fails to specify a Type of Revolving Credit Loan in a Revolving Credit Loan NoticeNotice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding Any such automatic conversion to Base Rate Loans shall be effective as of the foregoing, last day of the Interest Period then in effect with respect to any the applicable Eurodollar Rate Loan made hereunder, if the Company fails to specify a Type of Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan shall be continued as a Eurodollar Rate Loan with an Interest Period of one monthRevolving Credit Loans. If the Company Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Revolving Credit Loans in any such Revolving Credit Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation of a Eurodollar Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loan.
(b) Following receipt of a Revolving Credit Loan Notice, the Administrative Agent shall promptly notify each Revolving Credit Lender of the amount of its Applicable Revolving Credit Percentage of the applicable Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the CompanyBorrower, the Administrative Agent shall notify each Revolving Credit Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Term Borrowing or a Each Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. 2:00 p.m. on the Business Day specified in the applicable Revolving Credit Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Revolving Credit Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower in like funds as received by the Administrative Agent Agent, at the Borrower’s election, either by (i) crediting the account of the Company Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the CompanyBorrower as set forth in the Revolving Credit Loan Notice; provided, however, that if, on immediately prior to delivery by the date the Borrower of a Revolving Credit Loan Notice with respect to such Borrowing is given by the Companya Revolving Credit Borrowing, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on Upon the last day occurrence and during the continuation of an Interest Period for such Eurodollar Rate Loan. During the existence Event of a Default, no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Revolving Credit Loans without the consent of the Required Revolving Lenders.
(d) The Administrative Agent shall promptly notify the Company Borrower and the Revolving Credit Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Revolving Credit Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company Borrower and the Revolving Credit Lenders of any change in Bank of America’s prime rate used in determining the Base Rate and the effective date thereof promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect at any one time with respect to the Revolving Credit FacilityLoans.
(f) The Obligations of the Company and each other Borrower shall be joint and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower.
Appears in 1 contract
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, Committed Borrowing shall be made upon the Borrower Representative’s irrevocable notice to the Administrative Agent via a Borrowing Request Notice and each conversion of Term Loans or Revolving Credit Loans from one Type to the other, other and each continuation of Eurodollar Rate Loans shall be made upon the CompanyBorrower Representative’s irrevocable notice to the Administrative AgentAgent via a Notice of Conversion/Continuation, in each case, appropriately completed and signed by a member of Senior Management of the Borrower Representative, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan NoticeElectronic Medium. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.
1:00 p.m. Eastern time (10:00 am Pacific time) (i) on the Business Day that is the requested date of any Committed Borrowing in the case of Base Rate Loans (including Swing Line Loans) (each a “Same Day Request”) and (ii) at least three (3) Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Company wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 9:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 on any day in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans the Daily Cash Sweep Repayment Amount for such day shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Borrowing Request Notice (whether telephonic or written) and Notice of Conversion/Continuation shall specify (i) whether the Company is Borrower requesting a Term such Committed 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 Loanscontinuation, (ii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be continuation (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, converted and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requestedthereto. If the Company Borrower Representative fails to specify a Type of Loan in a Loan NoticeBorrowing Request Notice or if the Borrower Representative fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding Any such automatic conversion to Base Rate Loans shall be effective on the foregoing, last day of the Interest Period then in effect with respect to any the applicable Eurodollar Rate Loan made hereunder, if the Company fails to specify a Type of Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan shall be continued as a Eurodollar Rate Loan with an Interest Period of one monthLoans. If the Company Borrower Representative requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Noticenotice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation of a Eurodollar Rate Loan shall be effective as of Unless otherwise agreed by the last day of Administrative Agent, the Interest Period then in effect with respect to such Eurodollar Rate LoanBorrower Representative may not request more than one (1) Same Day Request on any Business Day.
(b) Following receipt of a Loan Borrowing Request Notice, the Administrative Agent shall promptly notify (i) the Swing Line Lender and (ii) each Revolving Credit Lender of the amount of its Applicable Percentage of the applicable LoansRevolving Credit Loans to the extent the Swing Line Lender elects not to advance a requested Revolving Credit Loan by making a Swing Line Loan in accordance with Section 2.04. Subject to the Swing Line Lender’s election to advance a requested Committed Borrowing by making a Swing Line Loan in accordance with Section 2.04, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Committed Borrowing, each Appropriate Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. 3:00 p.m. Eastern time (12:00 p.m. Pacific time) (or such later time as may be agreed upon by a Lender and the Administrative Agent) on the Business Day specified in the applicable Loan Borrowing Request Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Committed Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company on the books of Bank of America with the amount transfer of such funds or (iisuch transfer to be initiated no later than 5:00 p.m. Eastern time (2:00 p.m. Pacific time) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the CompanyBorrower Representative; provided, however, that if, on the date the Loan Borrowing Request Notice with respect to such Committed Borrowing is given by the CompanyBorrower Representative, there are L/C Borrowings outstanding, then the proceeds of such Committed Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a an Event of Default, the Administrative Agent may (and shall at the direction of the Required Lenders) declare that no Loans Loan may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required LendersLoans.
(d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Committed Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as of the same Type, there shall not be more than ten five (5) Interest Periods in effect with respect effect. No Eurodollar Rate Loans may be requested or continued or Base Rate Loans converted into Eurodollar Rate Loans to the extent that, at the time the Borrower Representative delivers a Borrowing Request Notice or any Notice of Conversion/Continuation to the Administrative Agent, the aggregate Dollar amount of Eurodollar Rate Loans would comprise more than 80% of the outstanding Dollar amount of all Revolving Credit Facility.
Loans (f) The Obligations of the Company after giving effect to all requested Borrowings, conversions and each other Borrower shall be joint continuations made on such date and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered prepayments prior to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrowerrequested borrowing date).
Appears in 1 contract
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Committed Loans shall be made upon the Company’s irrevocable notice to the Administrative AgentAgent by the Company on behalf of a Borrower, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars to Base Rate Table of Contents Loans, (ii) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (iiiii) on one Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided, however, that if . Each telephonic notice by the Company wishes on behalf of a Borrower pursuant to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice this Section 2.02(a) must be received confirmed promptly by delivery to the Administrative Agent not later than 9:00 a.m. four Business Days prior to the requested date of such Borrowinga written Loan Notice, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders appropriately completed and signed by a Responsible Officer of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not on behalf of the requested Interest Period has been consented to by all the Lendersapplicable Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c2.04(c) and 2.04(c2.05(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company applicable Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requestedcurrency of the Loans to be borrowed. If the Company fails to specify a currency in a Loan Notice requesting a Revolving Credit Borrowing, then the Loan so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice, then the applicable Loans shall be made as Base Rate Loans. Notwithstanding the foregoing, with respect to any Eurodollar Rate Loan made hereunder, Notice or if the Company fails to specify give a Type of Loan timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the Loan Notice relating case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan Loans shall be continued as a Eurodollar Eurocurrency Rate Loan Committed Loans in their original currency 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 effect with respect to the applicable Eurocurrency Rate Committed Loans. If the Company on behalf of a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. Notwithstanding anything to the contrary herein, a Eurodollar Rate Swing Line Loan shall may not be effective as of the last day of the Interest Period then in effect with respect converted to such Eurodollar a Eurocurrency Rate Loan.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in the case described in the preceding subsectionSection 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m. 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 4.03 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date the Loan Notice with respect to such Borrowing is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to the Revolving Credit Facility.
(f) The Obligations of the Company and each other Borrower shall be joint and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower.,
Appears in 1 contract
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Revolving Credit Borrowing, each Revolving Credit the Term Loan Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 10:00 a.m.
(i) three two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or of any conversion of Eurodollar Rate Term SOFR Loans to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of, conversion to or continuation of any Alternative Currency Loans, and (iiiii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if . Each telephonic notice by the Company wishes pursuant to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice this Section 2.02(a) must be received confirmed promptly by delivery to the Administrative Agent not later than 9:00 a.m. four Business Days prior to of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the LendersCompany. Each Borrowing of, conversion to or continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans shall be in a principal amount of the Dollar Equivalent of $3,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $500,000 100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company is requesting a Term Loan Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, (which in the case of a Borrowing of RPS Acquisition Loans, shall be during the RPS Availability Period (including, for the avoidance of doubt, the RPS Acquisition Closing Date)), conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowedborrowed (and whether such Loans constitute RPS Acquisition Loans), converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and thereto, (vi) the Borrower for which such Borrowing is requestedcurrency of the Revolving Credit Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Revolving Credit Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice, then the applicable Loans shall be made as Base Rate Loans. Notwithstanding the foregoing, with respect to any Eurodollar Rate Loan made hereunder, Notice or if the Company fails to specify give a Type of Loan timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the Loan Notice relating case of a failure to timely request a continuation of Alternative Currency Term Rate Loans, such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan Loans shall be continued as a Eurodollar Alternative Currency Term Rate Loan Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurodollar Alternative Currency Term Rate Loans or 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. Any automatic continuation No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of a Eurodollar Rate such Revolving Credit Loan shall be effective as of and reborrowed in the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loanother currency.
(b) Following receipt of a Loan NoticeNotice for a Facility, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Alternative Currency Term Rate Loans, in each case as described in the preceding subsection. In the case of a Term Loan Borrowing or a Revolving Credit Borrowing, each Appropriate Lender under the applicable Facility shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m. 12:00 noon, in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.014.01 or, if such Borrowing is in respect of the RPS Acquisition Loans, Sections 4.03 or 4.04, as applicable), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date the a Loan Notice with respect to such a Revolving Credit Borrowing denominated in Dollars is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and and, second, shall be made available to the Borrowers applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar a Term SOFR Loan or an Alternative Currency Term Rate Loan, as applicable. During the existence of a Default, no Loans may be requested as, or converted to Alternative Currency Daily Rate Loans or requested as, converted to or continued as Eurodollar Alternative Currency Term Rate Loans or Term SOFR Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Alternative Currency Term Rate Loans be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten eight Interest Periods in effect with respect to the Revolving Credit FacilityLoans. After giving effect to the Term Loan Borrowing, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than eight Interest Periods in effect with respect to Term Loans.
(f) The Obligations Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the Company portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent, and each other Borrower shall be joint and several in naturesuch Lender.
(g) Each Subsidiary With respect to any Alternative Currency Daily Rate, Term SOFR or SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant any other party to this Agreement and each of the or any other Loan DocumentsDocument; provided that, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, with respect to any such Borrower hereunder. Any acknowledgmentamendment effected, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by the Administrative Agent shall post each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered amendment implementing such Conforming Changes to the Company in accordance with Borrowers and the terms of this Agreement shall be deemed to have been delivered to each BorrowerLenders reasonably promptly after such amendment becomes effective.
Appears in 1 contract
Samples: Credit Agreement (Tetra Tech Inc)
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Loan Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans denominated in Dollars from one Type Eurocurrency Loans to the otherBase Rate Loans (or from Base Rate Loans to Eurocurrency Loans), and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the CompanyBorrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephone telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 9:00 a.m.
(i) 11:00 a.m., Local Time, three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or of any conversion of Eurodollar Eurocurrency Rate Loans to Base Rate Loans, Loans and (ii) 11:00 a.m., New York City time, on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Company Borrower wishes to request Eurodollar Eurocurrency Rate Loans having an Interest Period other than one, two, three or of 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 9:00 a.m. 11:00 a.m., Local Time, four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 11:00 a.m., Local Time, three Business Days before the requested date of such a Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans having an Interest Period of six months, the Administrative Agent shall notify the Company Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof (or, in the case of Foreign Currency Revolving Credit Loans, the Applicable Minimum Amount). Except as provided in Sections 2.03(c) and 2.04(c)Each Borrowing of, each Borrowing of or conversion to to, Base Rate Loans shall be in a principal amount of (x) with respect to Term Loans, $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) with respect to Revolving Credit Loans, $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Company Borrower is requesting a Term Loan Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, and, in the case of Revolving Credit Loans, whether such Revolving Credit Loans shall be denominated in Dollars, Pounds Sterling, or Euro, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requestedshall be one, two, three or six months). If the Company Borrower fails to specify a Type of Loan in a Committed Loan NoticeNotice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding ; provided that, notwithstanding the foregoing, with respect to any Eurodollar Rate Loan made hereunder, if the Company fails Borrower shall fail to specify give notice of continuation of a Type of Foreign Currency Revolving Credit Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver which is a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Eurocurrency Loan, then such Eurodollar Rate Foreign Currency Revolving Credit Loan shall be automatically continued as a Eurodollar Rate Loan with for an Interest Period of one month. Any automatic conversion to Base Rate Loans pursuant to this paragraph 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 Company Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation of a Eurodollar Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loan.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Facility of the applicable Term Loans or Revolving Credit Loans, as applicable, and if no timely notice of a conversion or continuation is provided by the CompanyBorrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsectionSection 2.02(a). In the case of a Term Loan Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. (i) in the case of Loans denominated in Dollars, 1:00 p.m., New York City time (or 4:00 p.m., New York City time, in the case of Base Rate Loans) on the Business Day specified in the applicable Committed Loan NoticeNotice and (ii) in the case of Loans denominated in a Foreign Currency, 1:00 p.m., Local Time. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.02, the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company Borrower on the books of Bank of America JPMorgan with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date the Loan Notice with respect to such Borrowing is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided aboveBorrower.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans without the consent of the Required LendersMajority Facility Lenders in respect of such Facility.
(d) The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company Borrower and the Lenders of any change in Bank of America’s prime rate the Prime Rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Loan Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five six (6) Interest Periods in effect with in respect to of the Term Loan Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten six (6) Interest Periods in effect with in respect to of the Revolving Credit Facility.
(f) The Obligations Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the Company and each other Borrower shall be joint and several portion of its Loans in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documentsconnection with any refinancing, including (i) the giving and receipt of noticesextension, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made loan modification or similar transaction permitted by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed Agreement, pursuant to have been delivered to each a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.
Appears in 1 contract
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Revolving Credit BorrowingLoan, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, other and each continuation of Eurodollar Rate Loans shall be made upon the Company’s Borrowers’ irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 8:00 a.m.
(i) three Business Days prior to the requested date of any Revolving Credit Loan Borrowing ofor, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, Loans and (ii) on the requested date of any Revolving Credit Loan Borrowing of Base Rate Loans; provided. Each telephonic notice by the Borrowers pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Revolving Credit Loan Notice, however, appropriately completed and signed by a Responsible Officer of Famous Dave’s (it being hereby acknowledged by each Borrower that if execution of the Company wishes same by such Responsible Officer of Famous Dave’s shall be deemed to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration constitute execution of the same by a Responsible Officer of each Borrower). Except as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 9:00 a.m. four Business Days prior to the requested date of such BorrowingSection 2.10(c), conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each each Revolving Credit Loan Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 50,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 50,000 in excess thereof. Each Revolving Credit Loan Notice (whether telephonic or written) shall specify (i) whether the Company is Borrowers are requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, other or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowingborrowing, conversion or continuation, as the case may be be, date of the Revolving Credit Loans (which shall be a Business Day), (iii) the principal amount of the Revolving Credit Loans to be borrowed, converted or continued, (iv) the Type of Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, converted and (viv) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requestedthereto. If the Company fails Borrowers fail to specify a Type of Revolving Credit Loan in a Revolving Credit Loan NoticeNotice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding Any such automatic conversion to Base Rate Loans shall be effective as of the foregoing, last day of the Interest Period then in effect with respect to any the applicable Eurodollar Rate Loan made hereunder, if the Company fails to specify a Type of Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan shall be continued as a Eurodollar Rate Loan with an Interest Period of one monthLoans. If the Company requests Borrowers request a Revolving Credit Loan Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Revolving Credit Loan Notice, but fails fail to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation of a Eurodollar Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loan.
(b) Following receipt of a Revolving Credit Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the CompanyBorrowers, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Each Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 10:00 a.m. on the Business Day specified in the applicable Revolving Credit Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Revolving Credit Loan Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of the Company any Borrower on the books of Bank of America Wxxxx Fargo with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date the Loan Notice with respect to such Borrowing is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided aboveBorrower.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default or Event of Default, no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Company Famous Dave’s and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Adjusted Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company Famous Dave’s and the Lenders of any change in Bank of AmericaWxxxx Fargo’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Loan Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten five Interest Periods in effect with respect to the Revolving Credit FacilityLoans.
(f) The Obligations of the Company and each other Borrower shall be joint and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower.
Appears in 1 contract
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate LIBOR Loans shall be made upon the CompanyBorrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.
11:00 a.m. (i) three (3) Business Days prior to the requested date of any Revolving Credit Borrowing of, conversion to or continuation of Eurodollar Rate LIBOR Loans or of any conversion of Eurodollar Rate LIBOR Loans to Base Rate Loans, and (ii) on the requested date of any Revolving Credit Borrowing of Base Rate Loans; provided, however, that if . Each telephonic notice by the Company wishes Borrower pursuant to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice this Section 2.02(a) must be received confirmed promptly by delivery to the Administrative Agent not later than 9:00 a.m. four Business Days prior to of a written Borrowing Request or Interest Election Request, as applicable, appropriately completed and signed by a Responsible Officer of the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the LendersBorrower. Each Revolving Credit Borrowing of, of or conversion to or continuation of Eurodollar Rate LIBOR Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections Section 2.03(c) and 2.04(c), each Revolving Credit Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof. Each Loan Notice Borrowing Request (whether telephonic or written) shall specify (i) the requested date of the Revolving Credit Borrowing (which shall be a Business Day), (ii) the principal amount of Revolving Credit Loans to be borrowed, (iii) the Type of Revolving Credit Loans to be borrowed, (iv) if applicable, the duration of the Interest Period with respect thereto and (v) the account of the Borrower, which shall be a Proceeds Account, into which the funds are requested to be deposited. Each Interest Election Request (whether telephonic or written) shall specify (i) whether the Company Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, other or a continuation of Eurodollar Rate LIBOR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans to be borrowed, converted or continued, (iv) if applicable, the Type of Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, converted and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requestedthereto. If the Company Borrower fails to specify a Type of Revolving Credit Loan in a Loan NoticeBorrowing Request or Interest Election Request requesting a conversion, as the case may be, or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding Any such automatic conversion to Base Rate Loans shall be effective as of the foregoing, last day of the Interest Period then in effect with respect to any Eurodollar Rate Loan made hereunder, if the Company fails to specify a Type of Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan shall be continued as a Eurodollar Rate Loan with an Interest Period of one monthapplicable LIBOR Loans. If the Company Borrower requests a Revolving Credit Borrowing of, conversion to, or continuation of Eurodollar Rate LIBOR Loans in any such Loan NoticeBorrowing Request or Interest Election Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Any automatic continuation of a Eurodollar Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loan.
(b) Following receipt of a Loan NoticeBorrowing Request or Interest Election Request, as applicable, the Administrative Agent shall promptly notify each Revolving Credit Lender of the amount of its Applicable Revolving Credit Percentage of the applicable Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the CompanyBorrower, the Administrative Agent shall notify each Revolving Credit Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsectionSection 2.02(a). In the case of a Term Borrowing or a any Revolving Credit Borrowing, each Appropriate Revolving Credit Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. on the Business Day specified in the applicable Loan NoticeBorrowing Request. Upon satisfaction of the applicable conditions set forth in Section 4.02 Sections 4.03 (and, if such Revolving Credit Borrowing is the initial Credit Extension, Section 4.014.02), the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the CompanyBorrower; provided, however, provided that if, on the date the Loan Notice a Borrowing Request with respect to such a Revolving Credit Borrowing is given by the CompanyBorrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate LIBOR Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate LIBOR Loan. During the existence of a Default, no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate LIBOR Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Company Borrower and the Revolving Credit Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate LIBOR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company Borrower and the Revolving Credit Lenders of any change in Bank of Americathe Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten five (5) Interest Periods in effect with at any time in respect to of the Revolving Credit Facility.
(f) The Obligations of the Company and each other Borrower shall be joint and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower.
Appears in 1 contract
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Term SOFR Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.
(i) three threetwo Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or of any conversion of Eurodollar Rate Term SOFR Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Company wishes to request Eurodollar Rate Term SOFR Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 9:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requested. If the Company fails to specify a Type of Loan in a Loan Notice, then the applicable Loans shall be made as Base Rate Loans. Notwithstanding the foregoing, with respect to any Eurodollar Rate Loan made hereunder, if the Company fails to specify a Type of Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan shall be continued as a Eurodollar Rate Loan with an Interest Period of one month. If the Company requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation of a Eurodollar Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loan.Business
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date the Loan Notice with respect to such Borrowing is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Term SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Term SOFR Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Term SOFR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to the Revolving Credit Facility.
(f) The Obligations of the Company and each other Borrower shall be joint and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower.the
Appears in 1 contract
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Loan Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans denominated in Dollars from one Type Eurocurrency Loans to the otherBase Rate Loans (or from Base Rate Loans to Eurocurrency Loans), and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the CompanyBorrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephone telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 9:00 a.m.
(i) 11:00 a.m., Local Time, three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or of any conversion of Eurodollar Eurocurrency Rate Loans to Base Rate Loans, Loans and (ii) 11:00 a.m., New York City time, on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Company Borrower wishes to request Eurodollar Eurocurrency Rate Loans having an Interest Period other than one, two, three or of 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 9:00 a.m. 11:00 a.m., Local Time, four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m.11:00
a. m., Local Time, three Business Days before the requested date of such a Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans having an Interest Period of six months, the Administrative Agent shall notify the Company Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof (or, in the case of Foreign Currency Revolving Credit Loans, the Applicable Minimum Amount). Except as provided in Sections 2.03(c) and 2.04(c)Each Borrowing of, each Borrowing of or conversion to to, Base Rate Loans shall be in a principal amount of (x) with respect to Term Loans, $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) with respect to Revolving Credit Loans, $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Company Borrower is requesting a Term Loan Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, and, in the case of Revolving Credit Loans, whether such Revolving Credit Loans shall be denominated in Dollars, Pounds Sterling, or Euro, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requestedshall be one, two, three or six months). If the Company Borrower fails to specify a Type of Loan in a Committed Loan NoticeNotice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding ; provided that, notwithstanding the foregoing, with respect to any Eurodollar Rate Loan made hereunder, if the Company fails Borrower shall fail to specify give notice of continuation of a Type of Foreign Currency Revolving Credit Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver which is a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Eurocurrency Loan, then such Eurodollar Rate Foreign Currency Revolving Credit Loan shall be automatically continued as a Eurodollar Rate Loan with for an Interest Period of one month. Any automatic conversion to Base Rate Loans pursuant to this paragraph 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 Company Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation of a Eurodollar Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loan.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Facility of the applicable Term Loans or Revolving Credit Loans, as applicable, and if no timely notice of a conversion or continuation is provided by the CompanyBorrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsectionSection 2.02(a). In the case of a Term Loan Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. (i) in the case of Loans denominated in Dollars, 1:00 p.m., New York City time (or 4:00 p.m., New York City time, in the case of Base Rate Loans) on the Business Day specified in the applicable Committed Loan NoticeNotice and (ii) in the case of Loans denominated in a Foreign Currency, 1:00 p.m., Local Time. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.02, the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company Borrower on the books of Bank of America JPMorgan with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date the Loan Notice with respect to such Borrowing is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided aboveBorrower.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans without the consent of the Required LendersMajority Facility Lenders in respect of such Facility.
(d) The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company Borrower and the Lenders of any change in Bank of America’s prime rate the Prime Rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Loan Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five six (6) Interest Periods in effect with in respect to of the Term Loan Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten six (6) Interest Periods in effect with in respect to of the Revolving Credit Facility.
(f) The Obligations Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the Company and each other Borrower shall be joint and several portion of its Loans in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documentsconnection with any refinancing, including (i) the giving and receipt of noticesextension, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made loan modification or similar transaction permitted by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed Agreement, pursuant to have been delivered to each a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.
Appears in 1 contract
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the CompanyBorrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Company wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 9:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the as to Eurodollar Rate Loans, Administrative Agent shall notify the Company 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 Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections Section 2.03(c) and 2.04(c)any Borrowing of the then existing full availability under the Agreement, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requestedthereto. If the Company Borrower fails to specify a Type of Loan in a Loan NoticeNotice or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding Any such automatic conversion to Base Rate Loans shall be effective as of the foregoing, last day of the Interest Period then in effect with respect to any the applicable Eurodollar Rate Loan made hereunder, if the Company fails to specify a Type of Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan shall be continued as a Eurodollar Rate Loan with an Interest Period of one monthLoans. If the Company Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation of a Eurodollar Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loan.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Revolving Credit Percentage of the applicable Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the CompanyBorrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the CompanyBorrower; provided, however, that if, on the date the Loan Notice with respect to such a Borrowing is given by the CompanyBorrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, Borrowing first, shall be applied applied, to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans and Borrower agrees to pay all amounts due under Section 3.05 in accordance with the terms thereof due to any such conversion.
(d) The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to the Revolving Credit FacilityLoans.
(f) The Obligations of the Company and each other Borrower shall be joint and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower.
Appears in 1 contract
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Revolving Credit Borrowing, each Revolving Credit the Term Loan Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 10:00 a.m.
(i) three two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or of any conversion of Eurodollar Rate Term SOFR Loans to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of, conversion to or continuation of any Alternative Currency Loans, and (iiiii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if . Each telephonic notice by the Company wishes pursuant to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice this Section 2.02(a) must be received confirmed promptly by delivery to the Administrative Agent not later than 9:00 a.m. four Business Days prior to of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the LendersCompany. Each Borrowing of, conversion to or continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans shall be in a principal amount of the Dollar Equivalent of $3,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $500,000 100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company is requesting a Term Loan Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and thereto, (vi) the Borrower for which such Borrowing is requestedcurrency of the Revolving Credit Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Revolving Credit Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice, then the applicable Loans shall be made as Base Rate Loans. Notwithstanding the foregoing, with respect to any Eurodollar Rate Loan made hereunder, Notice or if the Company fails to specify give a Type of Loan timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the Loan Notice relating case of a failure to timely request a continuation of Alternative Currency Term Rate Loans, such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan Loans shall be continued as a Eurodollar Alternative Currency Term Rate Loan Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurodollar Alternative Currency Term Rate Loans or 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. Any automatic continuation No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of a Eurodollar Rate such Revolving Credit Loan shall be effective as of and reborrowed in the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loanother currency.
(b) Following receipt of a Loan NoticeNotice for a Facility, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Alternative Currency Term Rate Loans, in each case as described in the preceding subsection. In the case of a Term Loan Borrowing or a Revolving Credit Borrowing, each Appropriate Lender under the applicable Facility shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m. 12:00 noon, in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date the a Loan Notice with respect to such a Revolving Credit Borrowing denominated in Dollars is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and and, second, shall be made available to the Borrowers applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar a Term SOFR Loan or an Alternative Currency Term Rate Loan, as applicable. During the existence of a Default, no Loans may be requested as, or converted to Alternative Currency Daily Rate Loans or requested as, converted to or continued as Eurodollar Alternative Currency Term Rate Loans or Term SOFR Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Alternative Currency Term Rate Loans be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten eight Interest Periods in effect with respect to the Revolving Credit FacilityLoans. After giving effect to the Term Loan Borrowing, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than eight Interest Periods in effect with respect to Term Loans.
(f) The Obligations Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the Company portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent, and each other Borrower shall be joint and several in naturesuch Lender.
(g) Each Subsidiary With respect to any Alternative Currency Daily Rate, Term SOFR or SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant any other party to this Agreement and each of the or any other Loan DocumentsDocument; provided that, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, with respect to any such Borrower hereunder. Any acknowledgmentamendment effected, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by the Administrative Agent shall post each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered amendment implementing such Conforming Changes to the Company in accordance with Borrowers and the terms of this Agreement shall be deemed to have been delivered to each BorrowerLenders reasonably promptly after such amendment becomes effective.
Appears in 1 contract
Samples: Credit Agreement (Tetra Tech Inc)
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Borrowing of Revolving Credit BorrowingLoans, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the CompanyBorrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if . Each telephonic notice by the Company wishes Borrower pursuant to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice this Section 2.02(a) must be received confirmed promptly by delivery to the Administrative Agent not later than 9:00 a.m. four Business Days prior to of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the LendersBorrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requestedthereto. If the Company Borrower fails to specify a Type of Loan in a Loan NoticeNotice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding Any such automatic conversion to Base Rate Loans shall be effective as of the foregoing, last day of the Interest Period then in effect with respect to any the applicable Eurodollar Rate Loan made hereunder, if the Company fails to specify a Type of Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan shall be continued as a Eurodollar Rate Loan with an Interest Period of one monthLoans. If the Company Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation of Notwithstanding anything to the contrary herein, a Eurodollar Rate Swing Line Loan shall may not be effective as of the last day of the Interest Period then in effect with respect converted to such a Eurodollar Rate Loan.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the CompanyBorrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Term Borrowing or of a Revolving Credit BorrowingLoan, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the CompanyBorrower; provided, however, that if, on the date the Loan Notice with respect to such Borrowing is given by the CompanyBorrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten twelve Interest Periods in effect with respect to the Revolving Credit FacilityLoans.
(f) The Obligations Subject to the terms and conditions of this Agreement, the First Restatement Loans made under the Restated Credit Agreement shall remain outstanding on and after the Second Restatement Effective Date as Loans made pursuant to this Agreement, and the excess of the Company and each other Borrower shall be joint and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any First Restatement Lenders’ First Restatement Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered repaid with funds available to the Borrower, including all of the proceeds of Loans made pursuant to this Agreement on the Second Restatement Effective Date, and each BorrowerFirst Restatement Loan of the First Restatement Lender shall be deemed to satisfy, dollar for dollar, the First Restatement Lender’s obligation to make Loans on the Second Restatement Effective Date. Such First Restatement Loans shall on and after the Second Restatement Effective Date have all of the rights and benefits of Loans as set forth in this Agreement and the other Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Holly Corp)
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the CompanyBorrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if . Each telephonic notice by the Company wishes Borrower pursuant to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice this Section 2.02(a) must be received confirmed promptly by delivery to the Administrative Agent not later than 9:00 a.m. four Business Days prior to of a written Revolving Credit Loan Notice, appropriately completed and signed by a Responsible Officer of the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the LendersBorrower. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Revolving Credit Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof. Each Revolving Credit Loan Notice (whether telephonic or written) shall specify (i) whether the Company Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans to be borrowed, converted or continued, (iv) the Type of Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto thereto, and (vi) the Borrower for which such Borrowing is requestedcurrency of the Revolving Credit Loans to be borrowed. If the Company Borrower fails to specify a currency in a Revolving Credit Loan Notice requesting a Borrowing, then the Revolving Credit Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Revolving Credit Loan in a Revolving Credit Loan NoticeNotice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding the foregoing; provided, with respect to any Eurodollar Rate Loan made hereunderhowever, if the Company fails to specify a Type of Loan that in the Loan Notice relating case of a failure to timely request a continuation of Revolving Credit Loans denominated in an Alternative Currency, such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan Loans shall be continued as a Eurodollar Eurocurrency Rate Loan Loans in their original currency 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 effect with respect to the applicable Eurocurrency Rate Loans. If the Company Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Revolving Credit Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of a Eurodollar Rate such Revolving Credit Loan shall be effective as of and reborrowed in the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loanother currency.
(b) Following receipt of a Revolving Credit Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the CompanyBorrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Credit Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m. 1:00 p.m., in the case of any Revolving Credit Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Revolving Credit Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Revolving Credit Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the CompanyBorrower; provided, however, that if, on the date the Revolving Credit Loan Notice with respect to such Borrowing denominated in Dollars is given by the CompanyBorrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and and, second, shall be made available to the Borrowers Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to the Revolving Credit FacilityLoans.
(f) The Obligations of the Company and each other Borrower shall be joint and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower.
Appears in 1 contract
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the CompanyBorrower’s irrevocable notice (which notice may, subject to Section 3.05 hereof, be revoked by the Borrower) to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 11:00 a.m.
(i) three Business Days prior to the requested date of any Revolving Credit Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Revolving Credit Borrowing of Base Rate Loans; provided, however, that if . Each telephonic notice by the Company wishes Borrower pursuant to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice this Section 2.02(a) must be received confirmed promptly by delivery to the Administrative Agent not later than 9:00 a.m. four Business Days prior to of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the LendersBorrower. Each Revolving Credit Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections Section 2.03(c) and 2.04(c), each Revolving Credit Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Company Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Revolving Credit Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans to be borrowed, converted or continued, (iv) the Type of Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requestedthereto. If the Company Borrower fails to specify a Type of Revolving Credit Loan in a Committed Loan NoticeNotice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding Any such automatic conversion to Base Rate Loans shall be effective as of the foregoing, last day of the Interest Period then in effect with respect to any the applicable Eurodollar Rate Loan made hereunder, if the Company fails to specify a Type of Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan shall be continued as a Eurodollar Rate Loan with an Interest Period of one monthLoans. If the Company Borrower requests a Revolving Credit 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. Any automatic continuation of a Eurodollar Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loan.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Revolving Credit Lender of the amount of its Applicable Revolving Credit Percentage of the applicable Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the CompanyBorrower, the Administrative Agent shall notify each Revolving Credit Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. Section
2.02(a) In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Revolving Credit Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. 12:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Revolving Credit Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the CompanyBorrower; provided, however, that if, on the date the a Committed Loan Notice with respect to such a Revolving Credit Borrowing is given by the CompanyBorrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a an Event of Default, no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Company Borrower and the Revolving Credit Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company Borrower and the Revolving Credit Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten five (5) Interest Periods in effect with in respect to of the Revolving Credit Facility.
(f) The Obligations of the Company and each other Borrower shall be joint and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower.
Appears in 1 contract
Samples: Credit Agreement (NRG Yield, Inc.)
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans at the end of any Interest Period therefor, shall be made upon the Companyapplicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, telephone or (B) a Committed Loan Notice; provided that provided, that, any telephone telephonic notice must be confirmed promptly immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 9:00 a.m.
11:00 a.m. (i) three (3) Business Days prior to the requested date of any Revolving Credit Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars or Euros or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Revolving Credit Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies (other than Euros), and (iiiii) on the requested date of any Revolving Credit Borrowing of Base Rate Loans; provided, howeverthat, that if the Company applicable Borrower wishes to request Eurodollar 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 9:00 11:00 a.m. (A) four (4) Business Days prior to the requested date of such Revolving Credit Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars or Euros, or (B) five (5) Business Days (or six (6) Business Days in the case of a Special Notice Currency) prior to the requested date of such Revolving Credit Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies (other than Euros), whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 11:00 a.m., (x) three (3) Business Days before the requested date of such Revolving Credit Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars or Euros, or (y) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Revolving Credit Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies (other than Euros), the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Revolving Credit Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $3,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 25,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Revolving Credit Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $500,000 25,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Company applicable Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the requested date of the Revolving Credit Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans to be borrowed, converted or continued, (iv) the Type of Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requestedcurrency of the Revolving Credit Loans to be borrowed. If a Borrower fails to specify a currency in a Committed Loan Notice requesting a Revolving Credit Borrowing, then the Company Revolving Credit Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Revolving Credit Loan in a Committed Loan NoticeNotice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding the foregoing; provided, with respect to any Eurodollar Rate Loan made hereunderthat, if the Company fails to specify a Type of Loan in the Loan Notice relating case of a failure to timely request a continuation of Revolving Credit Loans denominated in an Alternative Currency, such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan Revolving Credit Loans shall be continued as a Eurodollar Eurocurrency Rate Loan Loans in their original currency 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 effect with respect to the applicable Eurocurrency Rate Loans. If the Company a Borrower requests a Revolving Credit Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. Notwithstanding anything to the contrary herein, a Eurodollar Rate Swing Line Loan shall may not be effective as of the last day of the Interest Period then in effect with respect converted to such Eurodollar a Eurocurrency Rate Loan.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Companyapplicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Credit Loans denominated in a currency other than Dollars, in each case, as described in the preceding subsectionSection 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m. 1:00 p.m., in the case of any Revolving Credit Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit Loan in an Alternative Currency, in each case, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Revolving Credit Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, howeverthat, that if, on the date the Committed Loan Notice with respect to such a Revolving Credit Borrowing is given by the Companya U.S. Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and and, second, shall be made available to the Borrowers applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a Default, no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten twelve (12) Interest Periods in effect with respect to the Revolving Credit FacilityLoans.
(f) The Obligations Borrowers may, at any time and from time to time, upon prior written notice from the Company to the Administrative Agent, increase the Revolving Credit Facility (but not the Letter of Credit Sublimit, the Swing Line Sublimit, the Canadian Borrower Sublimit or the German Borrower Sublimit) by a maximum aggregate principal amount of up to ONE HUNDRED SEVENTY-FIVE MILLION DOLLARS ($175,000,000) (it being understood and agreed that the aggregate principal amount of Revolving Credit Facility increases made pursuant to this Section 2.02(f) shall not exceed $175,000,000) with additional Commitments from any existing Lender or new Commitments from any other Person selected by the Borrowers and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lender; provided, that:
(i) any such increase shall be in a minimum principal amount of $2,000,000 and in integral multiples of $500,000 in excess thereof;
(ii) no Default or Event of Default shall exist and be continuing at the time of any such increase, or after giving effect to any such increase;
(iii) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion;
(iv) (A) any new Lender shall join this Agreement by executing a joinder agreement in substantially the form of Exhibit H-1 (a “Lender Joinder Agreement”) and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement in substantially the form on Exhibit H-2 (a “Lender Commitment Agreement”);
(v) a Responsible Officer of the Company shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to any such increase in the Revolving Credit Facility on a Pro Forma Basis (and each other Borrower shall assuming for purposes of such calculation that any such increase to the Revolving Credit Facility is fully drawn), the Loan Parties would be joint in compliance with the financial covenants set forth in Section 7.11(a) and several in nature.(b) as of the most recent fiscal quarter for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b);
(gvi) Each Subsidiary as a condition precedent to such increase, the Company shall deliver to the Administrative Agent (for delivery to the Lenders) a combined certificate of all Loan Parties dated as of the Company that is date of such increase signed by a “Responsible Officer of each Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of each Borrower” hereunder hereby irrevocably appoints , certifying that, before and after giving effect to such increase, (1) the Company as its agent for all purposes relevant to this Agreement representations and each of warranties contained in Article V and the other Loan DocumentsDocuments are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such increase, including except (ix) to the giving extent that such representations and receipt warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, such earlier date and (iiiy) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms that for purposes of this Agreement Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to have been delivered refer to each Borrowerthe most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default or Event of Default shall exist; and
(vii) Schedule 2.01 shall be deemed revised to reflect the increase to the Revolving Credit Facility affected pursuant to this Section 2.02(f) and to include thereon any Person that becomes a Lender pursuant to this Section 2.02(f). The Borrowers shall prepay any Revolving Credit Loans owing by them and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Commitments arising from any nonratable increase in the Commitments under this Section 2.02(f).
Appears in 1 contract
Samples: Credit Agreement (GENTHERM Inc)
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Revolving Credit Borrowing, each Revolving Credit the Term Loan Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 10:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if . Each telephonic notice by the Company wishes pursuant to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice this Section 2.02(a) must be received confirmed promptly by delivery to the Administrative Agent not later than 9:00 a.m. four Business Days prior to of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the LendersCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company is requesting a Term Loan Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and thereto, (vi) the Borrower for which such Borrowing is requestedcurrency of the Revolving Credit Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Revolving Credit Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice, then the applicable Loans shall be made as Base Rate Loans. Notwithstanding the foregoing, with respect to any Eurodollar Rate Loan made hereunder, Notice or if the Company fails to specify give a Type of Loan timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the Loan Notice relating case of a failure to timely request a continuation of Revolving Credit Loans denominated in an Alternative Currency, such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan Loans shall be continued as a Eurodollar Eurocurrency Rate Loan Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of a Eurodollar Rate such Revolving Credit Loan shall be effective as of and reborrowed in the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loanother currency.
(b) Following receipt of a Loan NoticeNotice for a Facility, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Credit Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Term Loan Borrowing or a Revolving Credit Borrowing, each Appropriate Lender under the applicable Facility shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m. 12:00 noon, in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date the a Loan Notice with respect to such a Revolving Credit Borrowing denominated in Dollars is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and and, second, shall be made available to the Borrowers applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten eight Interest Periods in effect with respect to the Revolving Credit FacilityLoans. After giving effect to the Term Loan Borrowing, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than eight Interest Periods in effect with respect to Term Loans.
(f) The Obligations Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the Company and each other Borrower shall be joint and several portion of its Loans in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documentsconnection with any refinancing, including (i) the giving and receipt of noticesextension, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made loan modification or similar transaction permitted by the Lendersterms of this Agreement, pursuant to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only a cashless settlement mechanism approved by the Company, whether or not any the Administrative Agent, and such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each BorrowerLender.
Appears in 1 contract
Samples: Credit Agreement (Tetra Tech Inc)
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Revolving Credit Borrowing, each Revolving Credit the Term Loan Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 10:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if . Each telephonic notice by the Company wishes pursuant to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice this Section 2.02(a) must be received confirmed promptly by delivery to the Administrative Agent not later than 9:00 a.m. four Business Days prior to of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the LendersCompany. Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company is requesting a Term Loan Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and thereto, (vi) the Borrower for which such Borrowing is requestedcurrency of the Revolving Credit Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Revolving Credit Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice, then the applicable Loans shall be made as Base Rate Loans. Notwithstanding the foregoing, with respect to any Eurodollar Rate Loan made hereunder, Notice or if the Company fails to specify give a Type of Loan timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the Loan Notice relating case of a failure to timely request a continuation of Revolving Credit Loans denominated in an Alternative Currency, such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan Loans shall be continued as a Eurodollar Eurocurrency Rate Loan Loans in their original currency 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 effect with respect to the applicable Eurocurrency Rate Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of a Eurodollar Rate such Revolving Credit Loan shall be effective as of and reborrowed in the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loanother currency.
(b) Following receipt of a Loan NoticeNotice for a Facility, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Credit Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Term Loan Borrowing or a Revolving Credit Borrowing, each Appropriate Lender under the applicable Facility shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m. 12:00 noon, in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date the a Loan Notice with respect to such a Revolving Credit Borrowing denominated in Dollars is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and and, second, shall be made available to the Borrowers applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten eight Interest Periods in effect with respect to the Revolving Credit Facility.
(f) The Obligations Loans. After giving effect to the Term Loan Borrowing, all conversions of Term Loans from one Type to the Company and each other Borrower shall be joint and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documentsother, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications heretocontinuations of Term Loans as the same Type, and (iii) the receipt of the proceeds of any Loans made by the Lenders, there shall not be more than eight Interest Periods in effect with respect to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each BorrowerTerm Loans.
Appears in 1 contract
Samples: Credit Agreement (Tetra Tech Inc)
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Revolving Credit BorrowingLoans (other than Swing Line Loans) shall be either Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request subject to and in accordance with Section 2.02(b). All Swing Line Loans shall be only Base Rate Loans. Subject to the other provisions of Section 2.02(b), Revolving Credit Loans of more than one Type may be incurred at the same time.
(b) Each Revolving Credit Loan, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar LIBO Rate Loans shall be made upon the CompanyLead Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.
(i) 12:00 noon three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar LIBO Rate Loans or of any conversion of Eurodollar LIBO Rate Loans to Base Rate Loans, and (ii) 2:00 p.m. on the requested date (which shall be a Business Day) of any Borrowing of Base Rate Loans; provided, however, that if . Each telephonic notice by the Company wishes Lead Borrower pursuant to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice this Section 2.02(b) must be received confirmed promptly by delivery to the Administrative Agent not later than 9:00 a.m. four Business Days prior to of a written Revolving Credit Loan Notice, appropriately completed and signed by a Responsible Officer of the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the LendersLead Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Revolving Credit Loan Notice (whether telephonic or written) shall specify (i) whether the Company Lead Borrower is requesting a Term Borrowing, a Revolving Credit BorrowingLoan, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar LIBO Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans to be borrowed, converted or continued, (iv) the Type of Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requestedthereto. If the Company Lead Borrower fails to specify a Type of Revolving Credit Loan in a Revolving Credit Loan NoticeNotice or if the Lead Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding Any such automatic conversion to Base Rate Loans shall be effective as of the foregoing, last day of the Interest Period then in effect with respect to any Eurodollar the applicable LIBO Rate Loan made hereunder, if the Company fails to specify a Type of Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan shall be continued as a Eurodollar Rate Loan with an Interest Period of one monthLoans. If the Company Lead Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar LIBO Rate Loans in any such Revolving Credit Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation of Notwithstanding anything to the contrary herein, a Eurodollar Rate Swing Line Loan shall may not be effective as of the last day of the Interest Period then in effect with respect converted to such Eurodollar a LIBO Rate Loan.
(bc) Following receipt of a Revolving Credit Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the CompanyLead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsectionSection 2.02(b). In the case of a Term Borrowing or a Revolving Credit BorrowingLoan, each Appropriate Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. 2:00 p.m. on the Business Day specified in the applicable Revolving Credit Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall use reasonable efforts to make all funds so received available to the Company or the applicable Borrower Borrowers in like funds as received by no later than 4:00 p.m. on the day of receipt by the Administrative Agent either by (i) crediting the account of the Company Lead Borrower on the books of Bank of America the Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the CompanyLead Borrower; provided, however, that if, on the date the Revolving Credit Loan Notice with respect to such Borrowing is given by the CompanyLead Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided above.
(cd) The Administrative Agent, without the request of the Lead Borrower, may advance any interest, fee, service charge, Credit Party Expenses, or other payment to which any Credit Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may charge the same to the Loan Account notwithstanding that an Overadvance may result thereby. The Administrative Agent shall advise the Lead Borrower of any such advance or charge promptly after the making thereof. Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative Agent’s rights and the Borrowers’ obligations under Section 2.05(b). Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(d) shall bear interest at the interest rate then and thereafter applicable to Base Rate Loans.
(e) Except as otherwise provided herein, a Eurodollar LIBO Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar LIBO Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar LIBO Rate Loans without the consent Consent of the Required Lenders.
(df) The Administrative Agent shall promptly notify the Company Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar LIBO Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company Lead Borrower and the Lenders of any change in Bank of AmericaXxxxx Fargo Bank’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(eg) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit BorrowingsLoans, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten four (4) Interest Periods in effect with respect to the Revolving Credit FacilityLoans.
(fh) The Obligations of the Company and each other Borrower shall be joint and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan DocumentsAdministrative Agent, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, the Swing Line Lender and the L/C Issuer shall have no obligation to make any such Borrower hereunderLoan or to provide any Letter of Credit if an Overadvance would result. The Administrative Agent may, in its sole discretion, make Permitted Overadvances without the consent of the Lenders, the Swing Line Lender and the L/C Issuer and each Lender shall be bound thereby. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Borrowers and shall constitute a Loan and an Obligation and shall be valid and effective if given or taken only repaid by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company Borrowers in accordance with the terms provisions of this Agreement Section 2.05(b). The making of any such Permitted Overadvance on any one occasion shall be deemed not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Administrative Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Lenders’ obligations to purchase participations with respect to Letter of Credits. The Administrative Agent shall have been delivered no liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent with respect to each Borrower“inadvertent Overadvances” (i.e., where an Overadvance results from changed circumstances beyond the control of the Administrative Agent (such as a reduction in the collateral value)) regardless of the amount of any such Overadvance(s).
Appears in 1 contract
Samples: Credit Agreement (Metropark Usa Inc)
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Borrowing of Revolving Credit BorrowingLoans, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Term Benchmark Loans shall be made upon the CompanyBorrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) submitting a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan NoticeRequest for Credit Extension. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.
11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term Benchmark Loans or of any conversion of Eurodollar Rate Term Benchmark Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Company wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice . Each such Committed Loan Notice must be received appropriately completed and signed by a Responsible Officer of the Administrative Agent not later than 9:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the LendersBorrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Term Benchmark Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(cSection 2.03(e), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Company Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Term Benchmark Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Credit Loans to be borrowed, converted or continued, (iv) the Type of Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requestedthereto. If the Company Borrower fails to specify a Type of Revolving Credit Loan in a Committed Loan NoticeNotice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding Any such automatic conversion to Base Rate Loans shall be effective as of the foregoing, last day of the Interest Period then in effect with respect to any Eurodollar Rate Loan made hereunder, if the Company fails to specify a Type of Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan shall be continued as a Eurodollar Rate Loan with an Interest Period of one monthapplicable Term Benchmark Loans. If the Company Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Term Benchmark Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation of Notwithstanding anything to the contrary herein, a Eurodollar Rate Swingline Loan shall may not be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loanconverted or continued.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the CompanyBorrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Loans. For the preceding subsection. In avoidance of doubt, the case parties agree that each Borrowing shall be funded by the Lenders on a ratable basis among all series of a Term Borrowing or a Revolving Credit Borrowing, each Commitments then in effect based on the Applicable Percentages of the Lenders. Each Appropriate Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit ExtensionExtension on the Second Amendment and Restatement Effective Date, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company Borrower on the books of Bank of America the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the CompanyBorrower; provided, however, that if, on the date the a Committed Loan Notice with respect to such a Borrowing is given by the CompanyBorrower, there are L/C Borrowings outstanding, then the proceeds of such BorrowingBorrowing shall be, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Term Benchmark Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Term Benchmark Loan. During Upon notice to the Borrower from the Administrative Agent or the Required Lenders during the existence of a an Event of Default, (i) no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Term Benchmark Loans and (ii) unless repaid, each Term Benchmark Borrowing shall be converted to a Base Rate Loans without Borrowing at the consent end of the Required LendersInterest Period applicable thereto.
(d) The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Term Benchmark Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with in respect to of the Revolving Credit Facility.
(f) The Obligations of the Company and each other Borrower shall be joint and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower.
Appears in 1 contract
Samples: Credit Agreement (MSCI Inc.)
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Revolving Credit Borrowing, each Revolving Credit the Term Loan Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 10:00 a.m. (or, in the case of RPS Acquisition Loans borrowed as Base Rate Loans on the RPS Acquisition Closing Date, 9:00 a.m.
) (i) three two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or of any conversion of Eurodollar Rate Term SOFR Loans to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of, conversion to or continuation of any Alternative Currency Loans, and (iiiii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if . Each telephonic notice by the Company wishes pursuant to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice this Section 2.02(a) must be received confirmed promptly by delivery to the Administrative Agent not later than 9:00 a.m. four Business Days prior to of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the LendersCompany. Each Borrowing of, conversion to or continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans shall be in a principal amount of the Dollar Equivalent of $3,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $500,000 100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company is requesting a Term Loan Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the BorrowingBorrowing (which in the case of a Borrowing of (x) RPS Acquisition Term Loans, shall be the RPS Acquisition Closing Date and (y) RPS Acquisition Revolving Loans, shall be during the RPS Availability Period (including, for the avoidance of doubt, the RPS Acquisition Closing Date)), conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowedborrowed (and whether such Loans constitute RPS Acquisition Loans), converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and thereto, (vi) the Borrower for which such Borrowing is requestedcurrency of the Revolving Credit Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Revolving Credit Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Loan Notice, then the applicable Loans shall be made as Base Rate Loans. Notwithstanding the foregoing, with respect to any Eurodollar Rate Loan made hereunder, Notice or if the Company fails to specify give a Type of Loan timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the Loan Notice relating case of a failure to timely request a continuation of Alternative Currency Term Rate Loans, such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan Loans shall be continued as a Eurodollar Alternative Currency Term Rate Loan Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurodollar Alternative Currency Term Rate Loans or 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. Any automatic continuation No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of a Eurodollar Rate such Revolving Credit Loan shall be effective as of and reborrowed in the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loanother currency.
(b) Following receipt of a Loan NoticeNotice for a Facility, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Alternative Currency Term Rate Loans, in each case as described in the preceding subsection. In the case of a Term Loan Borrowing or a Revolving Credit Borrowing, each Appropriate Lender under the applicable Facility shall make the amount of its Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 12:00 noon (or, in the case of the RPS Acquisition Loans borrowed on the RPS Acquisition Closing Date, 9:00 a.m. (or, if such RPS Acquisition Loans are Base Rate Loans, 10:00 a.m.)), in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.014.01 or, if such Borrowing is in respect of the RPS Acquisition Loans, Sections 4.03 or 4.04, as applicable), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date the a Loan Notice with respect to such a Revolving Credit Borrowing denominated in Dollars is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and and, second, shall be made available to the Borrowers applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar a Term SOFR Loan or an Alternative Currency Term Rate Loan, as applicable. During the existence of a Default, no Loans may be requested as, or converted to Alternative Currency Daily Rate Loans or requested as, converted to or continued as Eurodollar Alternative Currency Term Rate Loans or Term SOFR Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Company , and the Required Lenders may demand that any or all of the interest rate applicable to any then outstanding Alternative Currency Term Rate Loans be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to the Revolving Credit Facilitythereto.
(f) The Obligations of the Company and each other Borrower shall be joint and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower.
Appears in 1 contract
Samples: Credit Agreement (Tetra Tech Inc)
Borrowings, Conversions and Continuations of Revolving Credit Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.
a.m. (i) three Business Days prior to the requested date of any 70290124_9 Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Company wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 9:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, 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. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company is requesting an Initial Term Borrowing, a Subsequent 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, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Borrower for which such Borrowing is requested. If the Company fails to specify a Type of Loan in a Loan NoticeNotice or if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as as, or converted to, Base Rate Loans. Notwithstanding Any such automatic conversion to Base Rate Loans shall be effective as of the foregoing, last day of the Interest Period then in effect with respect to any the applicable Eurodollar Rate Loan made hereunder, if the Company fails to specify a Type of Loan in the Loan Notice relating to such outstanding Eurodollar Rate Loan or fails to deliver a Loan Notice requesting continuation or conversion of such outstanding Eurodollar Rate Loan, then such Eurodollar Rate Loan shall be continued as a Eurodollar Rate Loan with an Interest Period of one monthLoans. If the Company requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Any automatic continuation of a Eurodollar Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to such Eurodollar Rate Loan.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Company on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; 70290124_9 provided, however, that if, on the date the Loan Notice with respect to such Borrowing is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to the Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to the Revolving Credit Facility.
(f) The Obligations of the Company and each other Borrower shall be joint and several in nature.
(g) Each Subsidiary of the Company that is a “Borrower” hereunder hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower.
Appears in 1 contract
