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

Borrowings, Conversions and Continuations of Revolving Loans. (a) Each Borrowing, each conversion of Loans of one Class of one Type to the other Type, and each continuation of LIBOR Loans shall be made upon the Lead Borrower’s irrevocableby a written noticerequest by an Authorized Person delivered to the Administrative Agent in the form of a Committed Loan Notice, (which may be delivered through Administrative Agent’s electronic platform or portal). Each such notice must be and received by the Administrative Agent notno later than 12:00 noon (New York, New York time) (i) other than with respect to the initial Borrowing of Revolving Loans on the Fifth Restatement Effective Date,2:00 p.m. (i) on the Business Day that is the requested Funding Date in the case of a request for a Swingline Loan, (ii) on the Business Day that is one Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the U.S. Government Securities Business Day that is three U.S. Government Securities Business Days prior to the requested date of any Borrowing or continuation of LIBOR Loans or any conversion of Base Rate Loans to LIBOR Loans andFunding Date in the case of a request for a SOFR Loan, specifying (iiA) one Business Day beforethe amount of such Borrowing, and (B) the requested date of any Borrowing of Base Rate LoansFunding Date (which shall be a Business Day); provided, that Administrative Agent may, in its sole discretion, elect to accept as timely requests that are received later than 2:00 p.m. on the applicable Business Day or U.S. Government Securities Business Day, as applicable. EachAll Borrowing requests which are not made on-line via Administrative Agent’s electronic platform or portal shall be subject to (and unless Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) Administrative Agent’s authentication process (with results satisfactory to Administrative Agent) prior to the funding of any such requested Loan. Each Borrowing of, conversion to or continuation of LIBORSOFR Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof. Except as otherwise provided herein, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Lead Borrower is requesting a Borrowing, a conversion of Loans of one Class from one Type to the other Type, or a continuation of LIBOR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Loans. If the Lead Borrower requests a Borrowing of, conversion to, or continuation of LIBOR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Noticewritten request for a Borrowing by an Authorized Person, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share of the applicable Loan, and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.03(a). In the case of each Borrowing, each applicable Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Noticewritten request. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is to be made on the Fifth Restatement Effective Date, Section 4.01), the Administrative Agent shall make all funds so received available to the Lead Borrower in like funds as received by the Administrative Agent by (i) crediting the Loan Disbursement Account with the amount of such funds or (ii) if approved by Administrative Agent in writing, wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead Borrower. (c) Except as otherwise provided herein, a LIBOR Loan may be continued or converted only on the last day of an Interest Period for such LIBOR Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Revolving Lenders may require that no Revolving Loans may be converted to or continued as LIBOR Loans[Reserved]. (d) The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBORSOFR Loans upon determination of such interest rate. The determination of LIBORAdjusted Term SOFR by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than 15 Interest Periods in effect with respect to Revolving Loans. (f) The failure of any Lender to make any Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender on the date of any Borrowing. (g) Notwithstanding anything to the contrary herein contained, all Revolving Loans shall be Tranche A-1 Loans until the outstanding principal amount of such Revolving Loans equals the lesser of Incremental Availability or the then Tranche A-1 Commitments. If any Tranche A-1 Loan is prepaid in part pursuant to Section 2.08, any Revolving Loans thereafter requested shall be Tranche A-1 Loans until the maximum principal amount of Tranche A-1 Loans outstanding equals the lesser of Incremental Availability or Tranche A-1 Commitments and thereafter all Revolving Loans shall be Tranche A Loans. (h) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s portion of such Borrowing, the Administrative Agent may, with the Borrowers’ consent, assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with clause (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.03(h) shall be conclusive in the absence of manifest error. If such Xxxxxx’s portion of such Borrowing is not made available to the Administrative Agent by such Lender within two Business Days after the date of such Borrowing, the Administrative Agent shall also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the Borrowers at the rate per annum applicable to Base Rate Loans, on demand, from the Borrowers. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.03(h) shall cease.

Appears in 1 contract

Samples: Credit Agreement (Performance Food Group Co)

AutoNDA by SimpleDocs

Borrowings, Conversions and Continuations of Revolving Loans. (a) Each Borrowing, each conversion of Revolving Loans of one Class of from one Type to the other Typeother, and each continuation of LIBOR Eurocurrency Rate Loans shall be made upon the Lead Borrower’s irrevocableby a written noticerequest by an Authorized Person delivered irrevocable notice to the Administrative Agent in the form of which shall be given by a Committed Revolving Loan Notice, (which may be delivered through Administrative Agent’s electronic platform or portal). Each such notice Revolving Loan Notice must be and received by the Administrative Agent notno not later than 12:00 noon (New York, New York time) 11:00 a.m. (i) other than with respect three Business Days prior to the initial requested date of any Borrowing of, conversion to or continuation of Revolving Eurocurrency Rate Loans on the Fifth Restatement Effective Date,2:00 p.m. denominated in Dollars, (iii) on the four Business Day that is the requested Funding Date Days (or five Business Days in the case of a request for a Swingline Loan, (iiSpecial Notice Currency) on the Business Day that is one Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the U.S. Government Securities Business Day that is three U.S. Government Securities Business Days prior to the requested date of any Borrowing or continuation of LIBOR Loans or any conversion of Base Eurocurrency Rate Loans to LIBOR Loans andFunding Date denominated in the case of a request for a SOFR Loan, specifying (iiA) one Business Day beforethe amount of such BorrowingAlternative Currencies, and (Biii) on the requested date of any Borrowing of or conversion to Base Rate LoansFunding Date (which shall be a Business Day)Revolving Loans; provided, however, that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent may, in its sole discretion, elect to accept as timely requests that are received not later than 2:00 p.m. on 11:00 a.m. (i) four Business Days prior to the applicable requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Day Days (or U.S. Government Securities six Business Day, as applicable. EachAll Borrowing requests which are not made on-line via Administrative Agent’s electronic platform or portal shall be subject to (and unless Administrative Agent elects otherwise days in the exercise case of its sole discretion, such Borrowings shall not be made until the completion of) Administrative Agent’s authentication process (with results satisfactory to Administrative Agenta Special Notice Currency) prior to the funding requested date of any such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested LoanInterest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of LIBORSOFR Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof. Except as otherwise provided hereinin Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Revolving Loan Notice shall specify (i) whether the Lead Borrower is requesting a Borrowing, Borrowing of or a conversion of Revolving Loans of one Class from one Type to the other Typeother, or a continuation of LIBOR 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 Loans to be borrowed, converted or continued, (iv) the Type of Revolving Loans to be borrowed or to which existing Revolving Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Revolving Loans to be borrowed. If the Lead Borrower fails to specify a currency in a Revolving Loan Notice requesting a Borrowing, then the Revolving Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Revolving Loan in a Committed Revolving Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Revolving Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Eurocurrency Rate Loans. If the Lead Borrower requests a Borrowing of, conversion to, or continuation of LIBOR Eurocurrency Rate Loans in any such Committed Revolving Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and reborrowed in the other currency. (b) Following receipt of a Committed Revolving Loan Noticewritten request for a Borrowing by an Authorized PersonNotice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable LoanRevolving Loans, and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Loans denominated in a currency other than Dollars, in each case as described in Section 2.03(a)the preceding subsection. In the case of each a Borrowing, each applicable Lender shall make the amount of its Revolving Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. p.m., in the case of any Revolving Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Revolving Loan Noticewritten requestNotice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is to be made on the Fifth Restatement Effective Date, Section 4.01)4.02, the Administrative Agent shall make all funds so received available to the Lead Borrower in like funds as received by the Administrative Agent either by (i) crediting the Loan Disbursement Account account of the Borrower on the books of Bank of America with the amount of such funds or (ii) if approved by Administrative Agent in writing, wire transfer of such funds funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead Borrower; provided, however, that if, on the date the Revolving Loan Notice with respect to such Borrowing denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrower as provided above. (c) Except as otherwise provided herein, a LIBOR Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such LIBOR Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewithEurocurrency Rate Loan. During the existence of an Event of a Default, the Administrative Agent or the Required Revolving Lenders may require that no Revolving Loans may be requested as, converted to or continued as LIBOR Loans[Reserved]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 Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBORSOFR Eurocurrency Rate Loans upon determination of such interest rate. The determination of LIBORAdjusted Term SOFR by At any time that Base Rate Loans are outstanding, the Administrative Agent shall be conclusive notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than 15 five Interest Periods in effect with respect to Revolving Loans. (f) The failure of any Lender to make any Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender on the date of any Borrowing. (g) Notwithstanding anything to the contrary herein contained, all Revolving Loans shall be Tranche A-1 Loans until the outstanding principal amount of such Revolving Loans equals the lesser of Incremental Availability or the then Tranche A-1 Commitments. If any Tranche A-1 Loan is prepaid in part pursuant to Section 2.08, any Revolving Loans thereafter requested shall be Tranche A-1 Loans until the maximum principal amount of Tranche A-1 Loans outstanding equals the lesser of Incremental Availability or Tranche A-1 Commitments and thereafter all Revolving Loans shall be Tranche A Loans. (h) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s portion of such Borrowing, the Administrative Agent may, with the Borrowers’ consent, assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with clause (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.03(h) shall be conclusive in the absence of manifest error. If such Xxxxxx’s portion of such Borrowing is not made available to the Administrative Agent by such Lender within two Business Days after the date of such Borrowing, the Administrative Agent shall also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the Borrowers at the rate per annum applicable to Base Rate Loans, on demand, from the Borrowers. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.03(h) shall cease.

Appears in 1 contract

Samples: Credit Agreement (Capella Education Co)

Borrowings, Conversions and Continuations of Revolving Loans. (a) Each Borrowingborrowing of Loans, each conversion of Loans of one Class of from one Type to the other Typeother, and each continuation of LIBOR Eurodollar Rate Loans shall be made upon the Lead applicable Borrower’s irrevocableby a written noticerequest by an Authorized Person delivered to irrevocable notice to, in the case of U.S. Dollar Facility Revolving Loans, the Administrative Agent and, in the form case of a Committed Loan NoticeMulticurrency Facility Revolving Loans, (the applicable Facility Agent, which may be delivered through Administrative Agent’s electronic platform or portal)given by telephone. Each such notice must be and received by the Administrative applicable Facility Agent notno not later than 12:00 noon (New York, New York time) (i) other than with respect 12:30 p.m., three Business Days prior to the initial Borrowing requested date of Revolving any borrowing of, conversion to or continuation of Eurodollar Rate Loans on the Fifth Restatement Effective Date,2:00 p.m. or of any conversion of Eurodollar Rate Loans to Base Rate Loans, Canadian U.S. Base Rate Loans or Canadian Prime Rate Loans, as applicable, (iii) 11:00 a.m., on the Business Day that is of the requested Funding Date date of any borrowing of Base Rate Loans, Canadian U.S. Base Rate Loans or Canadian Prime Rate Loans and (iii) four Business Days (or five Business Days in the case of a request for a Swingline Loan, (iiSpecial Notice Currency) on the Business Day that is one Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the U.S. Government Securities Business Day that is three U.S. Government Securities Business Days prior to the requested date of any Borrowing or continuation of LIBOR Loans or any conversion of Base Eurodollar Rate Loans denominated in Alternative Currencies. Each telephonic notice in respect of U.S. Dollar Facility Revolving Loans by the U.S. Borrower pursuant to LIBOR Loans andFunding Date in this Section 2.02(a) must be confirmed promptly by delivery to the case Administrative Agent of a request for written Borrowing or Conversion Notice, appropriately completed and signed by a SOFR Loan, specifying (iiA) one Business Day beforethe amount Responsible Officer of such Borrowing, and (B) the requested date U.S. Borrower. Each telephonic notice in respect of any Borrowing of Base Rate LoansFunding Date (which shall be a Business Day); provided, that Administrative Agent may, in its sole discretion, elect to accept as timely requests that are received later than 2:00 p.m. on Multicurrency Facility Revolving Loans by the applicable Business Day or U.S. Government Securities Business Day, as applicable. EachAll Borrowing requests which are not made on-line via Administrative Agent’s electronic platform or portal shall Borrower pursuant to this Section 2.02(a) must be subject to (and unless Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) Administrative Agent’s authentication process (with results satisfactory to Administrative Agent) prior confirmed promptly by delivery to the funding applicable Facility Agent of any such requested Loana written Borrowing or Conversion Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Borrowing borrowing of, conversion to or continuation of LIBORSOFR Eurodollar Rate Loans denominated in Dollars or Canadian Dollars shall be in a principal an amount of equal to $2,500,000 1,000,000 or C$1,000,000, as applicable, or a whole multiple of $500,000 or C$500,000, as applicable, in excess thereof. Each borrowing of, conversion to or continuation of Eurodollar Rate Loans denominated in an Alternative Currency shall be in an amount equal to the Alternative Currency Equivalent of $1,000,000 or a whole multiple of the Alternative Currency Equivalent of $500,000 in excess thereof. Except as otherwise provided hereinin Sections 2.03(c) and 2.04(c), each Borrowing borrowing of or conversion to Base Rate Loans, Canadian U.S. Base Rate Loans or Canadian Prime Rate Loans (other than Swing Line Loans) shall be in a principal amount of $500,000 200,000 or C$200,000, as applicable, or a whole multiple of $100,000 or C$100,000, as applicable, in excess thereof. Each Committed Loan Borrowing or Conversion Notice (whether telephonic or written) shall specify (i) whether the Lead Borrower requested borrowing is requesting to be a U.S. Dollar Facility Revolving Loan Borrowing or a Multicurrency Facility Revolving Loan Borrowing, a conversion of Loans of one Class from one Type to the other Typeother, or a continuation of LIBOR Eurodollar Rate Loans, (ii) the requested date of the Borrowingborrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Loans to be borrowed, converted converted, continued or continuedrolled over, (iv) if applicable, 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, (vi) in the case of the Multicurrency Facility Commitments, whether such requested Loans are to be denominated in Dollars, Canadian Dollars or an Alternative Currency and (vii) in the case of the Multicurrency Facility Commitments, whether such Loans are to be borrowed by the U.S. Borrower or the Canadian Borrower. If the Lead U.S. Borrower fails to specify a Type of U.S. Dollar Facility Revolving Loan in a Committed Loan Borrowing or Conversion Notice or if the U.S. Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans U.S. Dollar Facility Revolving Loan, shall be made as, or converted to, a Base Rate LoansLoan. If any Borrower fails to specify a Type of Multicurrency Facility Revolving Loan in a Borrowing or Conversion Notice or if any Borrower fails to give a timely notice requesting a conversion or continuation, then the Multicurrency Facility Revolving Loan shall be made as, or converted to, a Canadian U.S. Base Rate Loan (if such Loan is denominated in Dollars), or a Canadian Prime Rate Loan (if such Loan is denominated in Canadian Dollars); provided, however, that in the case of a failure to timely request a continuation of Multicurrency Facility Revolving Loans denominated in an Alternative Currency, such Loans shall be continued as Eurodollar Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans, Canadian U.S. Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Eurodollar Rate Loans. If the Lead a Borrower requests a Borrowing borrowing of, conversion to, or continuation of LIBOR Eurodollar Rate Loans in any such Committed Loan Borrowing or Conversion Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Noticewritten request for a Borrowing by an Authorized Personor Conversion Notice of U.S. Dollar Facility Revolving Loans or Multicurrency Facility Revolving Loans, the Administrative applicable Facility Agent shall promptly notify each applicable Lender of the amount of its Pro Rata rata Share of the applicable LoanLoans, and if no timely notice of a conversion or continuation is provided by the Lead a Borrower, the Administrative applicable Facility Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans, Canadian U.S. Base Rate Loans or Canadian Prime Rate Loans or continuation described in Section 2.03(a2.02(a). In the case of each Borrowingborrowing of U.S. Dollar Facility Revolving Loans, each applicable U.S. Dollar Facility Lender shall make the amount of its U.S. Dollar Facility Revolving Loan available to the Administrative Agent in Same Day Funds Dollars in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Borrowing or Conversion Notice. In the case of each borrowing of Multicurrency Facility Revolving Loans by any Borrower, each Multicurrency Facility Lender shall make the amount of its Multicurrency Facility Revolving Loan Noticewritten requestavailable to the applicable Facility Agent in Dollars, Canadian Dollars or an Alternative Currency, as applicable, in immediately available funds at the applicable Facility Agent’s Office not later than 1:00 p.m. and not later than the Applicable Time specified by the applicable Facility Agent in the case of any Multicurrency Facility Revolving Loans denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Borrowing or Conversion Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is to be made on the Fifth Restatement Effective Date, Section 4.01)4.02, the Administrative applicable Facility Agent shall make all funds so received available to the Lead applicable Borrower in like funds as received by the Administrative Agent such Facility Agent, either by (i) crediting the Loan Disbursement Account account of such Borrower on the books of Bank of America, Bank of America, N.A., Canada Branch, or any other applicable Facility Agent with the amount of such funds or (ii) if approved by Administrative Agent in writing, wire transfer of such funds funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative applicable Facility Agent by such Borrower; provided that if, on the Lead date the Borrowing or Conversion Notice with respect to such Borrowing of U.S. Dollar Facility Revolving Loans is given by the U.S. Borrower, there are U.S. Dollar Facility Swing Line Loans or U.S. Dollar Facility L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such U.S. Dollar Facility L/C Borrowings, and second, to the payment in full of any such U.S. Dollar Facility Swing Line Loans, and third, to the U.S. Borrower as provided above; provided further that if, on the date the Borrowing or Conversion Notice with respect to such Borrowing of Multicurrency Facility Revolving Loans (including Multicurrency Facility Revolving Loans denominated in an Alternative Currency) is given by a Borrower, there are Multicurrency Facility Swing Line Loans or Multicurrency Facility L/C Borrowings (including Multicurrency Facility L/C Borrowings denominated in an Alternative Currency) outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Multicurrency Facility L/C Borrowings, and second, to the payment in full of any such Multicurrency Facility Swing Line Loans, and third, to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a LIBOR Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such LIBOR Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewithEurodollar Rate Loan. During the existence of an Event of a Default, the Administrative Agent or the Required Revolving Lenders may require that no U.S. Dollar Facility Revolving Loans may be requested as, converted to or continued as LIBOR Loans[Reserved]Eurodollar Rate Loans without the consent of the Required Lenders. During the existence of a Default, no Multicurrency Facility Revolving Loans (whether in Dollars, Canadian Dollars or in any Alternative Currency) may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Multicurrency Facility Lenders. (d) The Administrative applicable Facility Agent shall promptly notify the Lead Borrower applicable Borrowers and the applicable Lenders of the interest rate applicable to any Interest Period for LIBORSOFR Eurodollar Rate Loans upon determination of such interest rate. The determination of LIBORAdjusted Term SOFR by At any time that Base Rate Loans are outstanding, the Administrative Agent shall be conclusive notify the Borrowers and the Lenders of any change in the absence Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of manifest errorsuch change. At any time that Canadian Prime Rate Loans or Canadian U.S. Base Rate Loans are outstanding, the Canadian Agent shall notify the Borrowers and the Multicurrency Facility Lenders of any change in the Canadian Agent’s prime rate used or other rate of interest used in determining the Canadian Prime Rate or Canadian U.S. Base Rate promptly following the public announcement of such change. (e) After giving effect to all Borrowingsborrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than 15 ten Interest Periods in effect with respect to Revolving Loans. (f) The failure of any Lender to make any the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any the Loan to be made by such other Lender on the date of any Borrowing. (g) Notwithstanding anything to the contrary herein contained, all Revolving Loans shall be Tranche A-1 Loans until the outstanding principal amount of such Revolving Loans equals the lesser of Incremental Availability or the then Tranche A-1 Commitments. If any Tranche A-1 Loan is prepaid in part pursuant to Section 2.08, any Revolving Loans thereafter requested shall be Tranche A-1 Loans until the maximum principal amount of Tranche A-1 Loans outstanding equals the lesser of Incremental Availability or Tranche A-1 Commitments and thereafter all Revolving Loans shall be Tranche A Loans. (h) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s portion of such Borrowing, the Administrative Agent may, with the Borrowers’ consent, assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with clause (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.03(h) shall be conclusive in the absence of manifest error. If such Xxxxxx’s portion of such Borrowing is not made available to the Administrative Agent by such Lender within two Business Days after the date of such Borrowing, the Administrative Agent shall also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the Borrowers at the rate per annum applicable to Base Rate Loans, on demand, from the Borrowers. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.03(h) shall cease.

Appears in 1 contract

Samples: Credit Agreement (Carters Inc)

Borrowings, Conversions and Continuations of Revolving Loans. (a) Each Borrowing, each conversion of Revolving Loans of one Class of from one Type to the other Typeother, and each continuation of LIBOR Eurodollar Rate Loans shall be made upon the Lead applicable Borrower’s irrevocableby irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a written noticerequest Loan Notice; provided that any telephonic notice must be confirmed immediately by an Authorized Person delivered delivery to the Administrative Agent in the form of a Committed Loan Notice, (which may be delivered through Administrative Agent’s electronic platform or portal). Each such notice Loan Notice must be and received by the Administrative Agent notno not later than 12:00 noon (New York, New York time) (i) other than with respect to the initial Borrowing of Revolving Loans on the Fifth Restatement Effective Date,2:00 p.m. (i) on the Business Day that is the requested Funding Date in the case of a request for a Swingline Loan, (ii) on the Business Day that is one Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the U.S. Government Securities Business Day that is three U.S. Government Securities Business Days prior to the requested date of any Borrowing or continuation of LIBOR Loans or any conversion of Base Rate Loans to LIBOR Loans andFunding Date in the case of a request for a SOFR Loan, specifying (iiA) one Business Day beforethe amount of such Borrowing, and (B) the requested date of any Borrowing of Base Rate LoansFunding Date (which shall be a Business Day); provided, that Administrative Agent may, in its sole discretion, elect to accept as timely requests that are received later than 2:00 p.m. on the applicable Business Day or U.S. Government Securities Business Day, as applicable. EachAll Borrowing requests which are not made on-line via Administrative Agent’s electronic platform or portal shall be subject to (and unless Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) Administrative Agent’s authentication process (with results satisfactory to Administrative Agent) prior to the funding of any such requested Loan. Each Borrowing of, conversion to or continuation of LIBORSOFR Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof. Except as otherwise provided herein, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Lead Borrower is requesting a Borrowing, a conversion of Loans of one Class from one Type to the other Type, or a continuation of LIBOR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Loans. If the Lead Borrower requests a Borrowing of, conversion to, or continuation of LIBOR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.date (b) Following receipt of a Committed Loan Noticewritten request for a Borrowing by an Authorized PersonNotice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share Applicable Percentage of the applicable LoanLoans, and if no timely notice of a conversion or continuation is provided by the Lead applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.03(a)the preceding subsection. In the case of each a Borrowing, each applicable Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Noticewritten requestNotice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is to be made on the Fifth Restatement Effective Dateinitial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Lead applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the Loan Disbursement Account account of such Borrower on the books of Bank of America with the amount of such funds or (ii) if approved by Administrative Agent in writing, wire transfer of such funds funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead such Borrower. (c) Except as otherwise provided herein, a LIBOR Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such LIBOR Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewithEurodollar Rate Loan. During the existence of an Event of Default, the Administrative Agent or the Required Revolving Lenders may require that no Revolving Loans may be requested as, converted to or continued as LIBOR Loans[Reserved]Eurodollar Rate Loans without the consent of the Required Lenders, and unless repaid, each outstanding Eurodollar Rate Loan shall be converted to a Base Rate Loan at the end of the Interest Period applicable thereto. (d) The Administrative Agent shall promptly notify the Lead applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBORSOFR Eurodollar Rate Loans upon determination of such interest rate. The determination of LIBORAdjusted Term SOFR by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Borrowings, all conversions of Revolving At any time that Base Rate Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than 15 Interest Periods in effect with respect to Revolving Loans. (f) The failure of any Lender to make any Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender on the date of any Borrowing. (g) Notwithstanding anything to the contrary herein contained, all Revolving Loans shall be Tranche A-1 Loans until the outstanding principal amount of such Revolving Loans equals the lesser of Incremental Availability or the then Tranche A-1 Commitments. If any Tranche A-1 Loan is prepaid in part pursuant to Section 2.08, any Revolving Loans thereafter requested shall be Tranche A-1 Loans until the maximum principal amount of Tranche A-1 Loans outstanding equals the lesser of Incremental Availability or Tranche A-1 Commitments and thereafter all Revolving Loans shall be Tranche A Loans. (h) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s portion of such Borrowing, the Administrative Agent may, with the Borrowers’ consent, assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with clause (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.03(h) shall be conclusive in the absence of manifest error. If such Xxxxxx’s portion of such Borrowing is not made available to the Administrative Agent by such Lender within two Business Days after the date of such Borrowingare outstanding, the Administrative Agent shall also be entitled to recover such amount with interest thereon accruing from notify the date on which applicable Borrower and the Administrative Agent made Lenders of any change in Bank of America’s prime rate used in determining the funds available to the Borrowers at the rate per annum applicable to Base Rate Loans, on demand, from promptly following the Borrowers. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part public announcement of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.03(h) shall ceasechange.

Appears in 1 contract

Samples: Credit Agreement (Raymond James Financial Inc)

Borrowings, Conversions and Continuations of Revolving Loans. (a) Each Borrowing, each conversion of Revolving Loans of one Class of from one Type to the other Typeother, and each continuation of LIBOR Term SOFR Loans or Alternative Currency Term Rate Loans shall be made upon the Lead applicable Borrower’s irrevocableby irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a written noticerequest Loan Notice; provided that any telephonic notice must be confirmed immediately by an Authorized Person delivered delivery to the Administrative Agent in the form of a Committed Loan Notice, (which may be delivered through Administrative Agent’s electronic platform or portal). Each such notice Loan Notice must be and received by the Administrative Agent notno not later than 12:00 noon (New York, New York time) (i) other than with respect two (2) Business Days prior to the initial requested date of any Borrowing of, conversion to or continuation of, Term SOFR Loans or of Revolving any conversion of Term SOFR Loans on the Fifth Restatement Effective Date,2:00 p.m. to Base Rate Loans or Daily Floating Term SOFR Loans, (iii) on the four (4) Business Day that is the requested Funding Date Days (or five (5) Business Days in the case of a request for a Swingline Loan, (iiSpecial Notice Currency) on the Business Day that is one Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the U.S. Government Securities Business Day that is three U.S. Government Securities Business Days prior to the requested date of any Borrowing or continuation of LIBOR Loans or any conversion of Base Rate Loans to LIBOR Loans andFunding Date in the case of a request for a SOFR Loan, specifying (iiA) one Business Day beforethe amount of such BorrowingAlternative Currency Loans, and (Biii) on the requested date of any Borrowing of Base Rate LoansFunding Date (which shall be a Business Day)Loans or Daily Floating Term SOFR Loans; provided, that that, if the applicable Borrower wishes to request Alternative Currency Term Rate Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent may, in its sole discretion, elect to accept as timely requests that are received not later than 2:00 p.m. on the applicable 11:00 a.m. five (5) Business Day Days (or U.S. Government Securities six (6) Business Day, as applicable. EachAll Borrowing requests which are not made on-line via Administrative Agent’s electronic platform or portal shall be subject to (and unless Administrative Agent elects otherwise Days in the exercise case of its sole discretion, such Borrowings shall not be made until the completion of) Administrative Agent’s authentication process (with results satisfactory to Administrative Agenta Special Notice Currency) prior to the funding requested date of any such Borrowing, conversion or continuation of Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested LoanPeriod is acceptable to all of them. Not later than 11:00 a.m., four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Alternative Currency Term Rate Loans, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of LIBORSOFR Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Section 2.04(c), each Borrowing of or conversion to Base Rate Loans or Daily Floating Term SOFR Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof. Except as otherwise provided herein, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Lead applicable Borrower is requesting a Borrowing, a conversion of Loans of one Class from one Type to the other Typeother, or a continuation of LIBOR 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 Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) with respect to a Borrowing, the currency of the Loans to be borrowed. If the Lead applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the applicable Borrower fails to specify a Type of a Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. 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 LIBOR Loans. If the Lead Borrower requests a Borrowing of, conversion to, or continuation of LIBOR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.or (b) Following receipt of a Committed Loan Noticewritten request for a Borrowing by an Authorized PersonNotice, the Administrative Agent shall promptly notify each applicable Lender of the amount and currency of its Pro Rata Share Applicable Percentage of the applicable LoanLoans, and if no timely notice of a conversion or continuation is provided by the Lead applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or automatic continuation of alternative Currency Term Rate Loans, in each case, described in Section 2.03(a)the preceding subsection. In the case of each a Borrowing, each applicable Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Alternative Currency Loan, in each case, on the Business Day specified in the applicable Committed Loan Noticewritten requestNotice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is to be made on the Fifth Restatement Effective Dateinitial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Lead applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the Loan Disbursement Account account of such Borrower on the books of Bank of America with the amount of such funds or (ii) if approved by Administrative Agent in writing, wire transfer of such funds funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead such Borrower. (c) Except as otherwise provided herein, a LIBOR 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 LIBOR Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewithLoan. During the existence of an Event of Default, the Administrative Agent or the Required Revolving Lenders may require that no Revolving Loans may be requested as, converted to or continued as LIBOR Loans[Reserved]Term SOFR Loans, Alternative Currency Term Rate Loans, or Alternative Currency Daily Rate Loans, in each case, without the consent of the Required Lenders and the Required Lenders may demand that (i) unless repaid, each outstanding Term SOFR Loan be converted to a Base Rate Loan at the end of the Interest Period applicable thereto, (ii) each outstanding Alternative Currency Term Rate Loans be repaid at the end of the Interest Period applicable thereto, and (iii) each outstanding Alternative Currency Daily Rate Loans be repaid immediately. (d) The Administrative Agent shall promptly notify the Lead applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBORSOFR Term SOFR Loans or Alternative Currency Term Rate Loans upon determination of such interest rate. The determination of LIBORAdjusted Term SOFR by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than 15 ten Interest Periods in effect with respect to Revolving Loanseffect. (f) The failure of any Lender to make any Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender on the date of any Borrowing. (g) Notwithstanding anything to the contrary herein contained, all Revolving Loans shall be Tranche A-1 Loans until the outstanding principal amount of such Revolving Loans equals the lesser of Incremental Availability or the then Tranche A-1 Commitments. If any Tranche A-1 Loan is prepaid in part pursuant to Section 2.08, any Revolving Loans thereafter requested shall be Tranche A-1 Loans until the maximum principal amount of Tranche A-1 Loans outstanding equals the lesser of Incremental Availability or Tranche A-1 Commitments and thereafter all Revolving Loans shall be Tranche A Loans. (h) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s portion of such Borrowing, the Administrative Agent may, with the Borrowers’ consent, assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with clause (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.03(h) shall be conclusive in the absence of manifest error. If such Xxxxxx’s portion of such Borrowing is not made available to the Administrative Agent by such Lender within two Business Days after the date of such Borrowing, the Administrative Agent shall also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the Borrowers at the rate per annum applicable to Base Rate Loans, on demand, from the Borrowers. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.03(h) shall cease.

Appears in 1 contract

Samples: Credit Agreement (Raymond James Financial Inc)

Borrowings, Conversions and Continuations of Revolving Loans. (a) Each BorrowingBorrowing of Revolving Loans, each conversion of Revolving Loans of one Class of from one Type to the other Typeother, and each continuation of LIBOR Eurodollar Rate Revolving Loans shall be made upon the Lead BorrowerCompany’s irrevocableby a written noticerequest by an Authorized Person delivered irrevocable notice to the Administrative Agent in the form of a Committed Loan NoticeAgent, (which may be delivered through Administrative Agent’s electronic platform or portal)given by telephone. Each such notice must be and received by the Administrative Agent notno not later than 12:00 noon (New York, New York time) 11:00 a.m. (i) other than with respect three Business Days prior to the initial requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Revolving Loans on the Fifth Restatement Effective Date,2:00 p.m. denominated in Dollars, or of any conversion of Eurodollar Rate Revolving Loans denominated in Dollars to Base Rate Revolving Loans, (iii) on the three Business Day that is the requested Funding Date Days (or five Business Days in the case of a request for a Swingline Loan, (iiSpecial Notice Currency) on the Business Day that is one Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the U.S. Government Securities Business Day that is three U.S. Government Securities Business Days prior to the requested date of any Borrowing or continuation of LIBOR Eurodollar Rate Revolving Loans or any conversion of Base Rate Loans to LIBOR Loans andFunding Date denominated in the case of a request for a SOFR Loan, specifying (iiA) one Business Day beforethe amount of such BorrowingAlternative Currencies, and (Biii) on the requested date of any Borrowing of Base Rate LoansFunding Date (which shall Revolving Loans; provided that if the Company wishes to request Eurodollar Rate Revolving 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 a Business Day); provided, that received by the Administrative Agent may, in its sole discretion, elect to accept as timely requests that are received not later than 2:00 p.m. on 11:00 a.m. (i) three Business Days prior to the applicable requested date of such Borrowing, conversion or continuation of Eurodollar Rate Loans denominated in Dollars, or (ii) five Business Day Days (or U.S. Government Securities six Business Day, as applicable. EachAll Borrowing requests which are not made on-line via Administrative Agent’s electronic platform or portal shall be subject to (and unless Administrative Agent elects otherwise days in the exercise case of its sole discretion, such Borrowings shall not be made until the completion of) Administrative Agent’s authentication process (with results satisfactory to Administrative Agenta Special Notice Currency) prior to the funding requested date of any such Borrowing, conversion or continuation of Eurodollar Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested LoanInterest Period is acceptable to all of them. Not later than 11:00 a.m., (i) two Business Days before the requested date of such Borrowing, conversion or continuation of Eurodollar Rate Loans denominated in Dollars, or (ii) two Business Days (or four Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurodollar Rate Loans denominated in Alternative Currencies, 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 telephonic notice by the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Revolving Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Each Borrowing of, conversion to or continuation of LIBORSOFR Eurodollar Rate Revolving Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof. Except as otherwise provided hereinin Sections 2.04(c) and 2.05(c), each Borrowing of or conversion to Base Rate Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Revolving Loan Notice (whether telephonic or written) shall specify (i) whether the Lead Borrower Company is requesting a BorrowingBorrowing of Revolving Loans, a conversion of Revolving Loans of one Class from one Type to the other Typeother, or a continuation of LIBOR Eurodollar Rate Revolving 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 Loans to be borrowed, converted or continued, (iv) the Type of Revolving Loans to be borrowed or to which existing Revolving Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Revolving Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the Lead Borrower Company fails to specify a currency in a Revolving Loan Notice requesting a Borrowing, then the Revolving Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Revolving Loan in a Committed Revolving Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, Base Rate Revolving Loans; provided that in the case of a failure to timely request a continuation of Revolving Loans denominated in an Alternative Currency, such Revolving Loans shall be continued as Eurodollar Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Revolving Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Eurodollar Rate Revolving Loans. If the Lead Borrower Company requests a Borrowing of, conversion to, or continuation of LIBOR Eurodollar Rate Revolving Loans in any such Committed Revolving Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and reborrowed in the other currency. (b) Following receipt of a Committed Revolving Loan Noticewritten request for a Borrowing by an Authorized PersonNotice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its Pro Rata Share Applicable Revolving Percentage of the applicable LoanRevolving Loans, and if no timely notice of a conversion or continuation is provided by the Lead BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Revolving Loans or continuation of Revolving Loans denominated in a currency other than Dollars, in each case as described in Section 2.03(a)the preceding clause. In the case of each Borrowinga Borrowing of Revolving Loans, each applicable Lender shall make the amount of its Revolving Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. p.m., in the case of any Revolving Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Revolving Loan Noticewritten requestNotice. Upon satisfaction of the applicable conditions set forth in Section 4.02 4.03 (and, if such Borrowing is to be made on the Fifth Restatement Effective Dateinitial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Lead Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the Loan Disbursement Account account of such Borrower on the books of SunTrust Bank with the amount of such funds or (ii) if approved by Administrative Agent in writing, wire transfer of such funds funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead BorrowerCompany; provided that if, on the date the Revolving Loan Notice with respect to such Borrowing denominated in Dollars is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a LIBOR Eurodollar Rate Revolving Loan may be continued or converted only on the last day of an Interest Period for such LIBOR Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewithEurodollar Rate Revolving Loan. During the existence of an Event of Default, the Administrative Agent or the Required Revolving Lenders may require that no Revolving Loans may be requested as, converted to or continued as LIBOR Loans[Reserved]Eurodollar Rate Revolving 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 Eurodollar Rate Revolving 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 Lead Borrower Company and the Lenders of the interest rate applicable to any Interest Period for LIBORSOFR Eurodollar Rate Revolving Loans upon determination of such interest rate. The determination of LIBORAdjusted Term SOFR by At any time that Base Rate Loans are outstanding, the Administrative Agent shall be conclusive notify the Company and the Lenders of any change in SunTrust Bank’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all BorrowingsBorrowings of Revolving Loans, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than 15 ten Interest Periods in effect with respect to Revolving Loans. (f) The failure of any Lender to make any Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender on the date of any Borrowing. (g) Notwithstanding anything to the contrary herein contained, all Revolving Loans shall be Tranche A-1 Loans until the outstanding principal amount of such Revolving Loans equals the lesser of Incremental Availability or the then Tranche A-1 Commitments. If any Tranche A-1 Loan is prepaid in part pursuant to Section 2.08, any Revolving Loans thereafter requested shall be Tranche A-1 Loans until the maximum principal amount of Tranche A-1 Loans outstanding equals the lesser of Incremental Availability or Tranche A-1 Commitments and thereafter all Revolving Loans shall be Tranche A Loans. (h) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s portion of such Borrowing, the Administrative Agent may, with the Borrowers’ consent, assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with clause (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.03(h) shall be conclusive in the absence of manifest error. If such Xxxxxx’s portion of such Borrowing is not made available to the Administrative Agent by such Lender within two Business Days after the date of such Borrowing, the Administrative Agent shall also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the Borrowers at the rate per annum applicable to Base Rate Loans, on demand, from the Borrowers. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.03(h) shall cease.

Appears in 1 contract

Samples: Credit Agreement (Equifax Inc)

Borrowings, Conversions and Continuations of Revolving Loans. (a) Each Borrowing, each conversion of Revolving Loans of one Class of from one Type to the other Typeother, and each continuation of LIBOR Eurocurrency Rate Loans shall be made upon the Lead Borrower’s irrevocableby a written noticerequest by an Authorized Person delivered irrevocable notice to the Administrative Agent in the form of a Committed Loan NoticeAgent, (which may be delivered through Administrative Agent’s electronic platform or portal)given by telephone. Each such notice must be and received by the Administrative Agent notno not later than 12:00 noon (New York, New York time) 11:00 a.m. (i) other than with respect three Business Days prior to the initial requested date of any Borrowing of, conversion to or continuation of Revolving Eurocurrency Rate Loans on the Fifth Restatement Effective Date,2:00 p.m. denominated in Dollars, (iii) on the four Business Day that is the requested Funding Date Days (or five Business Days in the case of a request for a Swingline Loan, (iiSpecial Notice Currency) on the Business Day that is one Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the U.S. Government Securities Business Day that is three U.S. Government Securities Business Days prior to the requested date of any Borrowing or continuation of LIBOR Loans or any conversion of Base Eurocurrency Rate Loans to LIBOR Loans andFunding Date denominated in the case of a request for a SOFR Loan, specifying (iiA) one Business Day beforethe amount of such BorrowingAlternative Currencies, and (Biii) on the requested date of any Borrowing of or conversion to Base Rate LoansFunding Date (which shall be a Business Day)Revolving Loans; provided, however, that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent may, in its sole discretion, elect to accept as timely requests that are received not later than 2:00 p.m. on 11:00 a.m. (i) four Business Days prior to the applicable requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Day Days (or U.S. Government Securities six Business Day, as applicable. EachAll Borrowing requests which are not made on-line via Administrative Agent’s electronic platform or portal shall be subject to (and unless Administrative Agent elects otherwise days in the exercise case of its sole discretion, such Borrowings shall not be made until the completion of) Administrative Agent’s authentication process (with results satisfactory to Administrative Agenta Special Notice Currency) prior to the funding requested date of any such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested LoanInterest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Revolving Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of LIBORSOFR Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof. Except as otherwise provided hereinin Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Revolving Loan Notice (whether telephonic or written) shall specify (i) whether the Lead Borrower is requesting a Borrowing, Borrowing of or a conversion of Revolving Loans of one Class from one Type to the other Typeother, or a continuation of LIBOR 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 Loans to be borrowed, converted or continued, (iv) the Type of Revolving Loans to be borrowed or to which existing Revolving Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Revolving Loans to be borrowed. If the Lead Borrower fails to specify a currency in a Revolving Loan Notice requesting a Borrowing, then the Revolving Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Revolving Loan in a Committed Revolving Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Revolving Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Eurocurrency Rate Loans. If the Lead Borrower requests a Borrowing of, conversion to, or continuation of LIBOR Eurocurrency Rate Loans in any such Committed Revolving Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and reborrowed in the other currency. (b) Following receipt of a Committed Revolving Loan Noticewritten request for a Borrowing by an Authorized PersonNotice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable LoanRevolving Loans, and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Loans denominated in a currency other than Dollars, in each case as described in Section 2.03(a)the preceding subsection. In the case of each a Borrowing, each applicable Lender shall make the amount of its Revolving Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. p.m., in the case of any Revolving Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Revolving Loan Noticewritten requestNotice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is to be made on the Fifth Restatement Effective Dateinitial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Lead Borrower in like funds as received by the Administrative Agent either by (i) crediting the Loan Disbursement Account account of the Borrower on the books of Bank of America with the amount of such funds or (ii) if approved by Administrative Agent in writing, wire transfer of such funds funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead Borrower; provided, however, that if, on the date the Revolving Loan Notice with respect to such Borrowing denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrower as provided above. (c) Except as otherwise provided herein, a LIBOR Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such LIBOR Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewithEurocurrency Rate Loan. During the existence of an Event of a Default, the Administrative Agent or the Required Revolving Lenders may require that no Revolving Loans may be requested as, converted to or continued as LIBOR Loans[Reserved]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 Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBORSOFR Eurocurrency Rate Loans upon determination of such interest rate. The determination of LIBORAdjusted Term SOFR by At any time that Base Rate Loans are outstanding, the Administrative Agent shall be conclusive notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than 15 five Interest Periods in effect with respect to Revolving Loans. (f) The failure of any Lender to make any Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender on the date of any Borrowing. (g) Notwithstanding anything to the contrary herein contained, all Revolving Loans shall be Tranche A-1 Loans until the outstanding principal amount of such Revolving Loans equals the lesser of Incremental Availability or the then Tranche A-1 Commitments. If any Tranche A-1 Loan is prepaid in part pursuant to Section 2.08, any Revolving Loans thereafter requested shall be Tranche A-1 Loans until the maximum principal amount of Tranche A-1 Loans outstanding equals the lesser of Incremental Availability or Tranche A-1 Commitments and thereafter all Revolving Loans shall be Tranche A Loans. (h) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s portion of such Borrowing, the Administrative Agent may, with the Borrowers’ consent, assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with clause (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.03(h) shall be conclusive in the absence of manifest error. If such Xxxxxx’s portion of such Borrowing is not made available to the Administrative Agent by such Lender within two Business Days after the date of such Borrowing, the Administrative Agent shall also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the Borrowers at the rate per annum applicable to Base Rate Loans, on demand, from the Borrowers. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.03(h) shall cease.

Appears in 1 contract

Samples: Credit Agreement (Capella Education Co)

AutoNDA by SimpleDocs

Borrowings, Conversions and Continuations of Revolving Loans. (a) Each BorrowingBorrowing of Revolving Loans, each conversion of Revolving Loans of one Class of from one Type to the other Typeother, and each continuation of LIBOR Eurodollar Rate Revolving Loans shall be made upon the Lead BorrowerCompany’s irrevocableby a written noticerequest by an Authorized Person delivered irrevocable notice to the Administrative Agent in the form of a Committed Loan NoticeAgent, (which may be delivered through Administrative Agent’s electronic platform or portal)given by telephone. Each such notice must be and received by the Administrative Agent notno not later than 12:00 noon (New York, New York time) 11:00 a.m. (i) other than with respect to the initial Borrowing of Revolving Loans on the Fifth Restatement Effective Date,2:00 p.m. (i) on the Business Day that is the requested Funding Date in the case of a request for a Swingline Loan, (ii) on the Business Day that is one Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the U.S. Government Securities Business Day that is three U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of LIBOR Eurodollar Rate Revolving Loans denominated in Dollars, or of any conversion of Base Eurodollar Rate Revolving Loans denominated in Dollars (i) three Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurodollar Rate Loans to LIBOR Loans andFunding Date denominated in Dollars, or (ii) five Business Days (or six Business days in the case of a request for a SOFR Loan, specifying (iiASpecial Notice Currency) one Business Day beforethe amount prior to the requested date of such Borrowing, conversion or continuation of Eurodollar Rate Loans denominated in Alternative Currencies, 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 11:00 a.m., (Bi) two Business Days before the requested date of any Borrowing such Borrowing, conversion or continuation of Base Eurodollar Rate LoansFunding Date Loans denominated in Dollars, or (which shall be a ii) two Business Day); provided, that Administrative Agent may, in its sole discretion, elect to accept as timely requests that are received later than 2:00 p.m. on the applicable Days (or four Business Day or U.S. Government Securities Business Day, as applicable. EachAll Borrowing requests which are not made on-line via Administrative Agent’s electronic platform or portal shall be subject to (and unless Administrative Agent elects otherwise days in the exercise case of its sole discretion, such Borrowings shall not be made until the completion of) Administrative Agent’s authentication process (with results satisfactory to Administrative Agenta Special Notice Currency) prior to the funding requested date of any such Borrowing, conversion or continuation of Eurodollar Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested LoanInterest Period has been consented to by all the Lenders. Each telephonic notice by the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Revolving Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Each Borrowing of, conversion to or continuation of LIBORSOFR Eurodollar Rate Revolving Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof. Except as otherwise provided hereinin Sections 2.04(c) and 2.05(c), each Borrowing of or conversion to Base Rate Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Revolving Loan Notice (whether telephonic or written) shall specify (i) whether the Lead Borrower Company is requesting a BorrowingBorrowing of Revolving Loans, a conversion of Revolving Loans of one Class from one Type to the other Typeother, or a continuation of LIBOR Eurodollar Rate Revolving 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 Loans to be borrowed, converted or continued, (iv) the Type of Revolving Loans to be borrowed or to which existing Revolving Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Revolving Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the Lead Borrower Company fails to specify a currency in a Revolving Loan Notice requesting a Borrowing, then the Revolving Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Revolving Loan in a Committed Revolving Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, Base Rate Revolving Loans; provided that in the case of a failure to timely request a continuation of Revolving Loans denominated in an Alternative Currency, such Revolving Loans shall be continued as Eurodollar Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Revolving Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Loans. If the Lead Borrower requests a Borrowing of, conversion to, or continuation of LIBOR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Noticewritten request for a Borrowing by an Authorized Person, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share of the applicable Loan, and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.03(a). In the case of each Borrowing, each applicable Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Noticewritten request. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is to be made on the Fifth Restatement Effective Date, Section 4.01), the Administrative Agent shall make all funds so received available to the Lead Borrower in like funds as received by the Administrative Agent by (i) crediting the Loan Disbursement Account with the amount of such funds or (ii) if approved by Administrative Agent in writing, wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead Borrower. (c) Except as otherwise provided herein, a LIBOR Loan may be continued or converted only on the last day of an Interest Period for such LIBOR Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Revolving Lenders may require that no Revolving Loans may be converted to or continued as LIBOR Loans[Reserved]. (d) The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBORSOFR Loans upon determination of such interest rate. The determination of LIBORAdjusted Term SOFR by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than 15 Interest Periods in effect with respect to Revolving Loans. (f) The failure of any Lender to make any Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender on the date of any Borrowing. (g) Notwithstanding anything to the contrary herein contained, all Revolving Loans shall be Tranche A-1 Loans until the outstanding principal amount of such Revolving Loans equals the lesser of Incremental Availability or the then Tranche A-1 Commitments. If any Tranche A-1 Loan is prepaid in part pursuant to Section 2.08, any Revolving Loans thereafter requested shall be Tranche A-1 Loans until the maximum principal amount of Tranche A-1 Loans outstanding equals the lesser of Incremental Availability or Tranche A-1 Commitments and thereafter all Revolving Loans shall be Tranche A Loans. (h) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s portion of such Borrowing, the Administrative Agent may, with the Borrowers’ consent, assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with clause (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.03(h) shall be conclusive in the absence of manifest error. If such Xxxxxx’s portion of such Borrowing is not made available to the Administrative Agent by such Lender within two Business Days after the date of such Borrowing, the Administrative Agent shall also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the Borrowers at the rate per annum applicable to Base Rate Loans, on demand, from the Borrowers. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.03(h) shall cease.Eurodollar

Appears in 1 contract

Samples: Credit Agreement (Equifax Inc)

Borrowings, Conversions and Continuations of Revolving Loans. (a) Each Borrowing, each conversion of Revolving Loans of one Class of from one Type to the other Typeother, and each continuation of LIBOR Eurocurrency Rate Loans shall be made upon the Lead Borrower’s irrevocableby a written noticerequest by an Authorized Person delivered Borrowers’ irrevocable notice to the Administrative Agent in the form of a Committed Loan NoticeAgent, (which may be delivered through Administrative Agent’s electronic platform or portal)given by telephone. Each such notice must be and received by the Administrative Agent notno not later than 12:00 noon (New York, New York time) 11:00 a.m. (i) other than with respect three (3) Business Days prior to the initial requested date of any Borrowing of, conversion to or continuation of, Eurocurrency Rate Loans denominated in Dollars or of Revolving any conversion of Eurocurrency Rate Loans on the Fifth Restatement Effective Date,2:00 p.m. denominated in Dollars to Base Rate Loans, (iii) on the four (4) Business Day that is the requested Funding Date Days (or five (5) Business Days in the case of a request for a Swingline Loan, (iithe Special Notice Currency) on the Business Day that is one Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the U.S. Government Securities Business Day that is three U.S. Government Securities Business Days prior to the requested date of any Borrowing or continuation of LIBOR Loans or any conversion of Base Eurocurrency Rate Loans to LIBOR Loans andFunding Date denominated in the case of a request for a SOFR Loan, specifying (iiA) one Business Day beforethe amount of such Borrowing, Alternative Currencies and (Biii) on the requested date of any Borrowing of Base Rate LoansFunding Date (which shall be a Business Day)Loans; provided, however, that if the Company wishes to request Eurocurrency Rate Loans having an Interest Period other than fourteen (14) days or one (1), two (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent may, in its sole discretion, elect to accept as timely requests that are received not later than 2:00 p.m. on 11:00 a.m. (i) four (4) Business Days prior to the applicable requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five (5) Business Day Days (or U.S. Government Securities six (6) Business Day, as applicable. EachAll Borrowing requests which are not made on-line via Administrative Agent’s electronic platform or portal shall be subject to (and unless Administrative Agent elects otherwise Days in the exercise case of its sole discretion, such Borrowings shall not be made until the completion of) Administrative Agent’s authentication process (with results satisfactory to Administrative Agenta Special Notice Currency) prior to the funding requested date of any such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested LoanInterest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three (3) Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, 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 telephonic notice by the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Revolving Loan Notice, appropriately completed and signed by an Executive Officer of the Company. Each Borrowing of, conversion to or continuation of LIBORSOFR Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 2,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof. Except as otherwise provided hereinin Sections 2.03(c) and 2.04(e), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof. Each Committed Revolving Loan Notice (whether telephonic or written) shall specify (i) whether the Lead Borrower Company is requesting a Borrowing, a conversion of Revolving Loans of one Class from one Type to the other Typeother, or a continuation of LIBOR 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 Loans to be borrowed, converted or continued, (iv) the Type of Revolving Loans to be borrowed or to which existing Revolving Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Revolving Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the Lead Borrower Company fails to specify a currency in a Revolving Loan Notice requesting a Borrowing, the Revolving Loans so requested shall be made in Dollars. If the Company fails to specify a Type of a Revolving Loan in a Committed Revolving Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Revolving Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in the 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 LIBOR Eurocurrency Rate Loans. If the Lead Borrower Company requests a Borrowing of, conversion to, or continuation of LIBOR Eurocurrency Rate Loans in any such Committed Revolving Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and reborrowed in the other currency. (b) Following receipt of a Committed Revolving Loan Noticewritten request for a Borrowing by an Authorized PersonNotice, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable LoanRevolving Loans, and if no timely notice of a conversion or continuation is provided by the Lead BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Loans denominated in a currency other than Dollars, in each case as described in Section 2.03(a)the preceding subsection. In the case of each a Borrowing, each applicable Lender shall make the amount of its Revolving Loan available to the Administrative Agent in Same Day Funds immediately available funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. in the case of any Revolving Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Revolving Loan Noticewritten requestNotice. Upon satisfaction of the applicable conditions set forth in Section 4.02 5.02 (and, if such Borrowing is to be made on the Fifth Restatement Effective Dateinitial Credit Extension, Section 4.015.01), the Administrative Agent shall make all funds so received available to the Lead Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the Loan Disbursement Account account of such Borrower on the books of Bank of America with the amount of such funds or (ii) if approved by Administrative Agent in writing, wire transfer of such funds funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead BorrowerCompany; provided, however, that if, on the date the Revolving Loan Notice with respect to such Borrowing denominated in Dollars is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a LIBOR Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such LIBOR Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewithEurocurrency Rate Loan. During the existence of an Event of a Default, the Administrative Agent or the Required Revolving Lenders may require that no Revolving Loans may be requested as, converted to or continued as LIBOR Loans[Reserved]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 Lead Borrower Company and the Lenders of the interest rate applicable to any Interest Period for LIBORSOFR Eurocurrency Rate Loans upon determination of such interest rate. The determination of LIBORAdjusted Term SOFR by At any time that Base Rate Loans are outstanding, the Administrative Agent shall be conclusive notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the absence Base Rate promptly following the public announcement of manifest errorsuch change. (e) After giving effect to all Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than 15 five (5) Interest Periods in effect with respect to all Revolving Loans. (f) The failure of Company may at any Lender time and from time to make any Loan to be made time, upon prior written notice by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender on the date of any Borrowing. (g) Notwithstanding anything to the contrary herein contained, all Revolving Loans shall be Tranche A-1 Loans until the outstanding principal amount of such Revolving Loans equals the lesser of Incremental Availability or the then Tranche A-1 Commitments. If any Tranche A-1 Loan is prepaid in part pursuant to Section 2.08, any Revolving Loans thereafter requested shall be Tranche A-1 Loans until the maximum principal amount of Tranche A-1 Loans outstanding equals the lesser of Incremental Availability or Tranche A-1 Commitments and thereafter all Revolving Loans shall be Tranche A Loans. (h) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s portion of such Borrowing, the Administrative Agent may, with the Borrowers’ consent, assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with clause (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available Company to the Administrative Agent, each increase the Aggregate Revolving Commitments (but not the Letter of such Credit Sublimit or the Swing Line Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by the Company and the Borrowers severally agrees to repay acceptable to the Administrative Agent forthwith on demand and the L/C Issuer by a maximum aggregate amount of up to THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000); provided that: (i) any such corresponding increase shall be in a minimum principal amount together with interest thereon, for each day from of $25,000,000 and in integral multiples of $5,000,000 in excess thereof; (ii) 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; (iii) (A) any new Lender shall join this Agreement by executing such joinder documents required by the date such amount is made available Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement satisfactory to the Borrowers until Administrative Agent; and (iv) as a condition precedent to such increase, the date such amount is repaid Company shall deliver (or cause to be delivered) to the Administrative Agent at (iA) favorable opinions of counsel, (B) a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by an Executive Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the BorrowersCompany, certifying that, before and after giving effect to such increase, (x) the interest rate applicable at representations and warranties contained in Article VI and the time to the Loans comprising such Borrowing other Credit Documents are true and (ii) correct in the case all material respects on and as of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.03(h) shall be conclusive in the absence of manifest error. If such Xxxxxx’s portion of such Borrowing is not made available to the Administrative Agent by such Lender within two Business Days after the date of such Borrowingincrease, the Administrative Agent shall also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available except to the Borrowers at the rate per annum applicable extent that such representations and warranties specifically refer to Base Rate Loansan earlier date, on demand, from the Borrowers. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan in which case they are true and correct in all material respects as part of such Borrowing earlier date, and except that for purposes of this AgreementSection 2.02(f), the representations and warranties contained in Section 6.13 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.09, and the Borrowers’ obligation to repay (y) no Default or Event of Default exists and (C) such other documents and deliverables reasonably requested by the Administrative Agent Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. The Borrowers shall prepay any Revolving Loans outstanding on the date of any such corresponding amount increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section 2.03(h) shall ceaseSection.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Genuine Parts Co)

Borrowings, Conversions and Continuations of Revolving Loans. (a) Each Revolving Borrowing, each conversion of Revolving Loans of one Class of from one Type to the other Typeother, and each continuation of LIBOR Eurodollar Rate Loans shall be made upon the Lead Borrower’s irrevocableby irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a written noticerequest Revolving Loan Notice; provided that any telephonic notice must be confirmed immediately by an Authorized Person delivered delivery to the Administrative Agent in the form of a Committed Revolving Loan Notice, (which may be delivered through Administrative Agent’s electronic platform or portal). Each such notice Revolving Loan Notice must be and received by the Administrative Agent notno not later than 12:00 noon (New York, New York time) 11:00 a.m. (i) other than with respect to the initial Borrowing of Revolving Loans on the Fifth Restatement Effective Date,2:00 p.m. three (i3) on the Business Day that is the requested Funding Date in the case of a request for a Swingline Loan, (ii) on the Business Day that is one Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the U.S. Government Securities Business Day that is three U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of LIBOR Eurodollar Rate Loans or of any conversion of Base Eurodollar Rate Loans to LIBOR Loans andFunding Date in the case of a request for a SOFR Loan, specifying (iiA) one Business Day beforethe amount of such BorrowingBase Rate Loans, and (Bii) on the requested date of any Borrowing of Revolving Loans that are Base Rate LoansFunding Date Loans; provided that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one (which shall 1), two (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be a Business Day); provided, that received by the Administrative Agent may, in its sole discretion, elect to accept as timely requests that are received not later than 2:00 p.m. on the applicable 11:00 a.m. four (4) Business Day or U.S. Government Securities Business Day, as applicable. EachAll Borrowing requests which are not made on-line via Administrative Agent’s electronic platform or portal shall be subject to (and unless Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) Administrative Agent’s authentication process (with results satisfactory to Administrative Agent) Days prior to the funding requested date of any such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested LoanInterest Period is acceptable to all of them. Not later than 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of LIBORSOFR Eurodollar Rate Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof. Except as otherwise provided hereinin Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Revolving Loan Notice shall specify (i) whether the Lead Borrower is requesting a Revolving Borrowing, a conversion of Revolving Loans of one Class from one Type to the other Typeother, or a continuation of LIBOR 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 Revolving Loans to be borrowed, converted or continued, (iv) the Type of Revolving Loans to be borrowed or to which existing Revolving Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify a Type of Revolving Loan in a Committed Revolving Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Eurodollar Rate Loans. If the Lead Borrower requests a Revolving Borrowing of, conversion to, or continuation of LIBOR Eurodollar Rate Loans in any such Committed Revolving Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. (b) Following receipt of a Committed Revolving Loan Noticewritten request for a Borrowing by an Authorized PersonNotice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share Applicable Percentage of the applicable LoanRevolving Loans, and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.03(a)the preceding subsection. In the case of each a Borrowing, each applicable Lender shall make the amount of its Revolving Loan available to the Administrative Agent in Same Day Funds immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Revolving Loan Noticewritten requestNotice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Revolving Borrowing is to be made on the Fifth Restatement Effective Dateinitial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Lead Borrower in like funds as received by the Administrative Agent either by (i) crediting the Loan Disbursement Account account of the Borrower on the books of Bank of America with the amount of such funds or (ii) if approved by Administrative Agent in writing, wire transfer of such funds funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead Borrower; provided that if, on the date the Revolving Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above. (c) Except as otherwise provided herein, a LIBOR Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such LIBOR Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewithEurodollar Rate Loan. During the existence of an Event of Default, the Administrative Agent or the Required Revolving Lenders may require that no Revolving Loans may be requested as, converted to or continued as LIBOR Loans[Reserved]Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans. (d) The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBORSOFR Eurodollar Rate Loans upon determination of such interest rate. The determination of LIBORAdjusted Term SOFR by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than 15 five (5) Interest Periods in effect with respect to Revolving Loans. (f) The failure of any Lender to make any Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender on the date of any Borrowing. (g) Notwithstanding anything to the contrary herein containedin this Agreement, any Lender may exchange, continue or rollover all Revolving of the portion of its Loans shall be Tranche A-1 Loans until in connection with any refinancing, extension, loan modification or similar transaction permitted by the outstanding principal amount terms of such Revolving Loans equals the lesser of Incremental Availability or the then Tranche A-1 Commitments. If any Tranche A-1 Loan is prepaid in part this Agreement, pursuant to Section 2.08a cashless settlement mechanism approved by the Borrower, any Revolving Loans thereafter requested shall be Tranche A-1 Loans until the maximum principal amount of Tranche A-1 Loans outstanding equals the lesser of Incremental Availability or Tranche A-1 Commitments and thereafter all Revolving Loans shall be Tranche A Loans. (h) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s portion of such Borrowing, the Administrative Agent may, with the Borrowers’ consent, assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with clause (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.03(h) shall be conclusive in the absence of manifest error. If such Xxxxxx’s portion of such Borrowing is not made available to the Administrative Agent by such Lender within two Business Days after the date of such Borrowing, the Administrative Agent shall also be entitled to recover such amount with interest thereon accruing from the date on which the Administrative Agent made the funds available to the Borrowers at the rate per annum applicable to Base Rate Loans, on demand, from the Borrowers. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.03(h) shall cease.

Appears in 1 contract

Samples: Credit Agreement (New York Times Co)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!