Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. (b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein: (i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments); (ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and (iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period of one month. (c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent in accordance with Section 2.3(a).
Appears in 2 contracts
Samples: Credit Agreement (Platinum Underwriters Holdings LTD), Credit Agreement (Platinum Underwriters Holdings LTD)
Borrowings. (a) The Term Loans and Revolving Loans (each, together with the Swingline Loans, a "Class" of Loan) shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type,and (ii) no Borrowing of LIBOR Loans may be made at any time prior to the third (3rd) Business Day after the Closing Date. The Swingline Loans shall be made and maintained as Base Rate Loans at all times.
(b) In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of the Term Loans and any Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of the Borrowing of Term Loans shall be in the amount of the aggregate Term Loan Commitments;
(ii) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof (or, in the case of a Borrowing of Revolving Loans, if less, in the amount of the aggregate Unutilized Revolving Credit Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(iiiii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iiiiv) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date (which shall be the Closing Date, in the case of the Term Loans), each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in Section 10.5 (or at such other location as the Payment Office Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the Loan or Loans to be made by such Lender. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(d) In order to make a Borrowing of a Swingline Loan, the Borrower will give the Administrative Agent and the Swingline Lender written notice not later than 11:00 a.m., Charlotte time, on the Business Day of such Borrowing. Each such notice (each, a "Notice of Swingline Borrowing") shall be irrevocable, shall be given in the form of Exhibit B-2 and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall be in an integral multiple of $100,000 (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at its office referred to in Section 10.5 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is different from the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte time, one (1) Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the "Refunded Swingline Loans") outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at its office referred to in Section 10.5 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender's ratable share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.15(b).
(f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to subsection (e) above in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty, and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day's prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at its office referred to in Section 10.5 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of respective participation. To the extent the Lenders have made such requested Borrowing amounts available to the Administrative Agent as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender's participation as provided in accordance this subsection (f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with Section 2.3(a)interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender's ratable share of such payment.
(g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to subsection (e) above and each such Lender's obligation to purchase a participation in any unpaid Swingline Loans pursuant to subsection (f) above shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries, or (iv) any breach of this Agreement by any party hereto.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), ; provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10)Borrowing, the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to of each Borrowing of Base Rate Loans. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1x) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2y) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3z) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent in accordance with Section 2.3(a).
Appears in 1 contract
Samples: Credit Agreement (Platinum Underwriters Holdings LTD)
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte Charlotte, North Carolina time, three (3) Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte Charlotte, North Carolina time, on the same Business Day prior to each Borrowing of Base Rate Loans. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 100,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 3,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period of one month.
(c) Not later than 1:00 p.m., Charlotte Charlotte, North Carolina time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent in accordance with Section 2.3(a).
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings LTD)
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same TypeType and (ii) any Loans made on the Closing Date shall be made initially as Base Rate Loans.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10SECTION 2.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m.12:00 noon, Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Agent, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit EXHIBIT B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 250,000, or, if greater, an integral multiple of $1,000,000 50,000 in excess thereof, and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 500,000 or, if greater, an integral multiple of $1,000,000 250,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments)thereof;
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in SECTION 10.5 (or at such other location as the Payment Office Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly as practicable, upon satisfaction of To the applicable conditions set forth in Section 4.2 (and, if extent the Lenders have made such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received amounts available to the applicable Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower in accordance with SECTION 2.3(A) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Samples: Credit Agreement (Orthalliance Inc)
Borrowings. (a) The Revolving Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans, LIBOR Loans or LIBOR Market Index Loans (each, a “Type” of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no Borrowing of LIBOR Loans may be made at any time prior to the third (3rd) Business Day after the Closing Date. The Swingline Loans shall be made and maintained as LIBOR Market Index Loans at all times.
(b) In order to make a Borrowing (other than (x) Borrowings of Swingline Loans which shall be made pursuant to Section 2.2(d), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, 11:00 a.m. on the same Business Day prior to requested Borrowing Date for each Borrowing to be comprised of Base Rate Loans or LIBOR Market Index Loans; provided, however, that requests for the Borrowing of any Revolving Loans to be made on the Closing Date may, at the discretion of the Agent, be given later than the times specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the “Borrowing Date”), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing (other than Borrowings of Base Rate Swingline Loans which shall be in a principal amount made pursuant to Section 2.2(d)) shall not be less than $3,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof (or, in each case if less than the minimum amountless, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as Base Rate deemed to have requested a Borrowing comprised of LIBOR Market Index Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in Section 11.5 (or at such other location as the Payment Office Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the Loan to be made by such Lender. To the extent the Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower not later than 3:00 p.m. on the requested Borrowing Date, in accordance with Section 2.3(a) and in like funds as received by the Agent.
(d) Borrowings for Swingline Loans will be made pursuant to the Sweep Program as long as the Sweep Program is in effect. However, upon termination of the Sweep Program, the Borrower will give the Agent and the Swingline Lender written notice not later than 11:00 a.m., Charlotte time, on the requested Borrowing Date, in order to make a Borrowing of a Swingline Loan. Each such notice (each, a “Notice of Swingline Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-2 and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $500,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 2:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Agent at its office referred to in Section 11.5 (or at such other location as the Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Agent as provided hereinabove (if the Agent is different from the Swingline Lender), the Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Agent.
(e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (regardless of whether an Event of Default has occurred and is continuing or whether the Sweep Program is in effect) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Agent (if the Agent is different from the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte time, on the requested Borrowing Date, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as LIBOR Market Index Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Agent at its office referred to in Section 11.5 (or at such other location as the Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s ratable share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.15(b).
(f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to subsection (e) above in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty, and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Commitment bears to the aggregate Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Agent at its office referred to in Section 11.5 (or at such other location as the Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of respective participation. To the extent the Lenders have made such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received amounts available to the applicable Borrower Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Agent the amount of such Lender’s participation as provided in accordance this subsection (f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with Section 2.3(a)interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s ratable share of such payment.
(g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to subsection (e) above and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to subsection (f) above shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement or the Sweep Program by any party hereto or (v) whether the Sweep Program is in effect.
Appears in 1 contract
Samples: Credit Agreement (Old Dominion Freight Line Inc/Va)
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type; provided further that the foregoing proviso shall not prevent multiple Borrowings, respectively having different Types, from being made on the same Business Day, subject to the terms of clause (iii) of Section 2.10.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Agent, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereofthereof (or, if less, in the amount of the aggregate Unutilized Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments)thereof;
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in Section 11.5 (or at such other location as the Payment Office Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if Loan to be made by such Borrowing is Lender. To the initial Credit Extension, Section 4.1), extent the Administrative Agent shall make all funds so received Lenders have made such amounts available to the applicable Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.. [Discuss LIBOR Borrowings at Closing]
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing of Base Rate Loans shall not be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 1,000,000in excess thereof (or, in each case if less than the minimum amountless, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in Section 10.5 (or at such other location as the Payment Office Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if Loan to be made by such Borrowing is Lender. To the initial Credit Extension, Section 4.1)extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), ; provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10SECTION 2.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit EXHIBIT B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing of Base Rate Loans shall not be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amountless, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in SECTION 10.5 (or at such other location as the Payment Office Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if Loan to be made by such Borrowing is Lender. To the initial Credit Extension, Section 4.1)extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with SECTION 2.3(A) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Term Loans and Revolving Loans (each, together with the Swingline Loans, a “Class” of Loan) shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. The Swingline Loans shall be made and maintained as LIBOR Market Index Rate Loans at all times.
(b) In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior of any Borrowing to each Borrowing be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of the Term Loans and any Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of the Borrowing of Term Loans shall be in the amount of the aggregate Term Loan Commitments;
(ii) except for a Borrowing with respect to a Refunded Swingline Loan in accordance with Section 2.2(e), the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each the case of a Borrowing of Revolving Loans, if less than the minimum amountless, in the amount of the aggregate Unutilized Tranche 1 Revolving Credit Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof;
(iiiii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iiiiv) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date (which shall be the Closing Date, in the case of the Term Loans), each Tranche 1 applicable Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly To the extent such Lenders have made such amounts available to the Administrative Agent as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(d) In order to make a Borrowing of a Swingline Loan, the Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 11:00 a.m., Charlotte time, on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Revolving Credit Lender (on behalf of, and with a copy to, the Borrower), not later than 10:00 a.m., Charlotte time on the Business Day of the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Revolving Credit Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s ratable share thereof, in its capacity as a Revolving Credit Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Revolving Credit Lenders in the manner contemplated by Section 2.14(b).
(f) If, as a result of any Bankruptcy Event with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty, and each Revolving Credit Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments at such time, or if the Revolving Credit Commitments have been terminated, based on the proportion that its Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments, in each case immediately prior to the termination thereof) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Revolving Credit Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2(f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Revolving Credit Lender that has acquired a participation therein such Lender’s ratable share of such payment.
(g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Revolving Credit Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(e) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(f) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(b), or (iv) the failure of any conditions set forth in Section 3.2 or elsewhere herein to be satisfied.
Appears in 1 contract
Borrowings. (a) The Term Loans and the Revolving Loans (each a "Class" of Loan) shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, (ii) the Loans (whether Revolving or Term Loans) made on the Closing Date or the Third Amendment Closing Date shall be made initially as Base Rate Loans and (iii) LIBOR Loans may be made, or Base Rate Loans may be converted into LIBOR Loans, on the date which is three (3) Business Days following the Closing Date or Third Amendment Closing Date, as applicable (so long as proper notice is given pursuant to SECTION 2.2(b) or SECTION 2.11(b)).
(b) In order to make a Borrowing of Term Loans or Revolving Loans (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10SECTION 2.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m.12:00 noon, Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to date of each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a “each "Notice of Borrowing”") shall be irrevocable, shall be given substantially in the form of Exhibit EXHIBIT B-1 and shall specify (1) the aggregate principal amount amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:;
4 5 (i) each Borrowing the aggregate principal amount of Base Rate all Borrowings of Term Loans shall be in a principal an amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Term Loan Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent in accordance with Section 2.3(a).
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either (i) Base Rate Loans or (ii) LIBOR Loans (each, a “Type” of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no Borrowing of LIBOR Loans may be made at any time prior to the third (3rd) Business Day after the Closing Date.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), unless such notice requirement is shortened by the applicable Administrative Agent, the Borrower will give the Administrative Agent written notice not later than 11:00 a.m.12:00 p.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m.12:00 p.m., Charlotte time, on the same Business Day prior to as each Borrowing to be comprised of Base Rate Loans; provided, however, that the request for the Borrowing of the Loan to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the “Borrowing Date”), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof, and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.;
(c) Not later than 1:00 2:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 applicable Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly To the extent such Lenders have made such amounts available to the Administrative Agent as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either (i) Base Rate Loans or (ii) LIBOR Loans (each, a “Type” of Loan), ; provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no Borrowing of LIBOR Loans may be made at any time prior to the third (3rd) Business Day after the Closing Date.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), unless such notice requirement is shortened by the applicable Administrative Agent, the Borrower will give the Administrative Agent written notice not later than 11:00 a.m.12:00 p.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m.12:00 p.m., Charlotte time, on the same Business Day prior to as each Borrowing to be comprised of Base Rate Loans; provided, however, that the request for the Borrowing of the Loan to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the “Borrowing Date”), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof, and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.;
(c) Not later than 1:00 2:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 applicable Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly To the extent such Lenders have made such amounts available to the Administrative Agent as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all . All Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.12), the applicable Borrower will give the Administrative Agent written notice (i) not later than 11:00 a.m.12:00 noon, Charlotte Charlotte, North Carolina time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and (ii) not later than 10:00 a.m.12:00 noon, Charlotte Charlotte, North Carolina time, on the same Business Day prior of any Borrowing to each Borrowing be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereofthereof (or, if less, in the amount of the aggregate Unutilized Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amountless, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte timeLocal Time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at the its Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly To the extent such Lenders have made such amounts available to the Administrative Agent as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shall, at Whenever the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order desires to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made Loans pursuant to Section 2.10)2.9) under the Revolving Credit/Term Facility, the applicable Borrower will give the Administrative Agent written notice not later than (by telecopier or otherwise), prior to 11:00 a.m., Charlotte time, at least three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same at least one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall be appropriately completed to specify (1i) the aggregate principal amount and initial Type of the Loans to be made pursuant to such BorrowingBorrowing (and, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, ) and (3ii) the requested date of the Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing hereunder (y) in the case of Borrowings comprised of Base Rate Loans Loans, shall not be less than $500,000 and, if greater, shall be in a principal amount an integral multiple of $100,000 in excess thereof, and (z) in the case of Borrowings comprised of LIBOR Loans, shall not be less than $3,000,000 orand, if greater, shall be in an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) the aggregate principal amount of all Borrowings under the Revolving Credit/Term Facility, the proceeds of which are utilized to finance any single Permitted Acquisition, in part or in whole, shall not be more than $20,000,000, without the prior written consent of the Required Lenders, provided that the principal amount of all Borrowings the proceeds of which are used to finance the Satellite Acquisition may exceed $20,000,000 but shall not be more than $125,000,000 (it being understood that the consummation of the Satellite Acquisition shall be subject to compliance by the Borrower with the provisions of Section 5.15 and the other applicable provisions of this Agreement);
(iii) no Revolving Credit/Term Loans may be incurred to the extent that, immediately after giving effect thereto, the aggregate original principal amount of all Revolving Credit/Term Loans the proceeds of which were utilized to finance Permitted Acquisitions during any single fiscal year, in part or in whole, shall exceed $75,000,000, without the prior written consent of the Required Lenders; provided, however, that the purchase price of the Satellite Acquisition (not to exceed the amount set forth in the definition thereof) shall be excluded from such $75,000,000 Acquisition threshold for the 1997 fiscal year;
(iv) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and;
(iiiv) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one (1) month; and
(vi) LIBOR Loans under the Revolving Credit/Term Facility may not be outstanding under more than five (5) separate Interest Periods at any one time.
(cb) Not later than 1:00 p.m.Upon the receipt of a Notice of Borrowing, Charlotte timethe Agent will promptly notify each Lender with a Revolving Credit/Term Commitment of the proposed Borrowing, on of such Lender's Pro Rata Share thereof and of the requested Borrowing Date, each Tranche 1 other matters specified in the Notice of Borrowing. Each such Lender will make the amount of its Pro Rata Share of such Borrowing available to the Administrative Agent at its office referred to in Section 10.4, for the Payment Office an amountaccount of the Borrower, in Dollars and in immediately available funds, equal prior to its Tranche 1 Ratable Share of 12:00 noon, Charlotte time, on the Borrowing Date. To the extent the relevant Lenders have made such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received amounts available to the applicable Borrower Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower's account at the Agent's office and in like funds as received by the Administrative Agent, prior to 3:30 p.m., Charlotte time, on the Borrowing Date.
(c) Unless the Agent has received, prior to 12:00 noon, Charlotte time, on any Borrowing Date, written notice from a Lender that such Lender will not make available to the Agent its Pro Rata Share of the relevant Borrowing, the Agent may assume that such Lender has made its Pro Rata Share of such Borrowing available to the Agent on such Borrowing Date in accordance with subsection (b) above, and the Agent may, in reliance upon such assumption, make a corresponding amount available to the Borrower on such Borrowing Date. If and to the extent that such Lender shall not have made such Pro Rata Share available to the Agent, and the Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, (i) if recovered from such Lender, at the Federal Funds Rate, and (ii) if recovered from the Borrower, at the rate of interest applicable to Loans comprising such Borrowing, as determined under Section 2.3(a)2.6. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement.
(d) The failure of any Lender to make any Loan required to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation hereunder to make its Loan on the respective Borrowing Date or relieve any Lender (including the Lender that failed to make such amount available) of its obligation, if any, hereunder to make its Pro Rata Share of any subsequent Borrowing available, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing.
Appears in 1 contract
Borrowings. (a) The Tranche A Term Loans, Tranche B Term Loans and Revolving Loans (each, together with the Swingline Loans, a “Class” of Loan) shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), ; provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. The Swingline Loans shall be made and maintained as Base Rate Loans at all times.
(b) In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), or unpaid Reimbursement Obligations, which shall be paid pursuant to Section 3.5, and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that (i) requests for the Borrowing of the Tranche A Term Loans, Tranche B Term Loans and any Revolving Loans to be made on the Closing Date, and (ii) requests for the Borrowing of any Series of Incremental Term Loans and any Revolving Loans to be made on any Incremental Term Loan Effective Date, in each case may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of the Borrowing of Tranche A Term Loans shall be in the amount of the aggregate Tranche A Commitments;
(ii) the aggregate principal amount of the Borrowing of Tranche B Term Loans shall be in the amount of the aggregate Tranche B Commitments;
(iii) the aggregate principal amount of any Borrowing of any Series of Incremental Term Loans shall be in the amount of the aggregate Incremental Term Loan Commitments applicable to such Series of Incremental Term Loans;
(iv) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof (or, in the case of a Borrowing of Revolving Loans, if less, in the amount of the aggregate Revolving Credit Commitments less the Aggregate Revolving Credit Exposure), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(iiv) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iiivi) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date (which shall be (i) the Closing Date, in the case of the Tranche A Term Loans and Tranche B Term Loans and (ii) the applicable Incremental Term Loan Effective Date, in the case of any Series of Incremental Term Loans), each Tranche 1 applicable Lender will make available to the Administrative Agent at its office referred to in Section 11.5 (or at such other location as the Payment Office Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the Loan or Loans to be made by such Lender except, in the case of Tranche B Term Loans, to the extent such Lender elects to convert Existing Term Loans into Tranche B Term Loans pursuant to Section 2.1(b). To the extent such Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(d) In order to make a Borrowing of a Swingline Loan, the Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 11:00 a.m., Charlotte time, on the Business Day of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-2 and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall be in an integral multiple of $100,000 (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. The Swingline Lender shall not make any Swingline Loan if, at the time of the requested Swingline Loan, the Swingline Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the making of such Swingline Loan, that one or more of the conditions section forth in Section 4.1 (if applicable) or Section 4.2 are not then satisfied (or have not been waived in writing as required herein). Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, except as set forth in the immediately preceding sentence, the Swingline Lender will make available to the Administrative Agent at its office referred to in Section 11.5 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is different from the Swingline Lender) and each other Revolving Credit Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte time, one (1) Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Revolving Credit Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at its office referred to in Section 11.5 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s ratable share thereof, in its capacity as a Revolving Credit Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Revolving Credit Lenders in the manner contemplated by Section 2.15(b).
(f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty, and each Revolving Credit Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Revolving Credit Lender (other than the Swing line Lender) will make available to the Administrative Agent at its office referred to in Section 11.5 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of respective participation. To the extent the Revolving Credit Lenders have made such requested Borrowing amounts available to the Administrative Agent as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower Swingline Lender in like funds as received by the Administrative Agent. In the event any such Revolving Credit Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in accordance this Section 2.2(f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Revolving Credit Lender that has acquired a participation therein such Lender’s ratable share of such payment.
(g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Revolving Credit Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.3(a2.2(e) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(f) (other than, in each case, with respect to Swingline Loans made in violation of the third sentence of Section 2.2(d)) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries, or (iv) any breach of this Agreement by any party hereto.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10SECTION 2.11), the applicable Borrower will give the Administrative Agent written notice of the proposed Borrowing not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Agent, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit EXHIBIT B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in a excess thereof (or, if less, in the amount of the aggregate Unutilized Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in SECTION 10.5 (or at such other location as the Payment Office Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if Loan to be made by such Borrowing is Lender. To the initial Credit Extension, Section 4.1), extent the Administrative Agent shall make all funds so received Lenders have made such amounts available to the applicable Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower in accordance with SECTION 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Samples: Credit Agreement (Pxre Corp)
Borrowings. (a) The Term Loans and Revolving Loans (each, together with the Swingline Loans, a “Class” of Loan) shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no LIBOR Loans may be borrowed at any time prior to the third (3rd) Business Day after the Closing Date. The Swingline Loans shall be made and maintained as Base Rate Loans at all times.
(b) In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m.1:00 p.m., Charlotte Charlotte, North Carolina time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of the Term Loans and any Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Once given, a Notice of Borrowing may not be revoked by the Borrower except upon payment of any amounts required under Section 2.18 to be paid as a consequence of such revocation. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 applicable Lender of the proposed BorrowingBorrowing by facsimile transmission. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of the Borrowing of Term Loans shall be in the amount of the aggregate Term Loan Commitments;
(ii) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 500,000 or, if greater, an integral multiple of $1,000,000 100,000 in excess thereofthereof (or, in the case of a Borrowing of Revolving Loans, if less, in the amount of the aggregate Unutilized Revolving Credit Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments)thereof;
(iiiii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iiiiv) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 2:00 p.m., Charlotte Charlotte, North Carolina time, on the requested Borrowing Date (which shall be the Closing Date, in the case of the Term Loans), each Tranche 1 applicable Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly To the extent such Lenders have made such amounts available to the Administrative Agent as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(d) In order to make a Borrowing of a Swingline Loan (other than borrowings pursuant to any loan sweep product or other cash management arrangement in effect between the Borrower and the Swingline Lender, which shall be effected as provided thereunder), the Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 1:00 p.m., Charlotte, North Carolina time, on the Business Day of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2 and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $200,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Once given, a Notice of Swingline Borrowing may not be revoked by the Borrower except upon payment of any amounts required under Section 2.18 to be paid as a consequence of such revocation. Not later than 1:00 p.m., Charlotte, North Carolina time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion (and shall, within seven (7) days after any Borrowing of Swingline Loans causes the aggregate outstanding principal amount thereof to exceed $2,000,000), and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Revolving Credit Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte, North Carolina time, one (1) Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Revolving Credit Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 2:00 p.m., Charlotte, North Carolina time, on the requested Borrowing Date, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s ratable share thereof, in its capacity as a Revolving Credit Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Revolving Credit Lenders in the manner contemplated by Section 2.15(b).
(f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to subsection (e) above in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Revolving Credit Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Revolving Credit Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2(f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Revolving Credit Lender that has acquired a participation therein such Lender’s ratable share of such payment.
(g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Revolving Credit Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(e) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(f) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries, or (iv) any breach of this Agreement by any party hereto.
Appears in 1 contract
Borrowings. (a) The Term Loans and Revolving Loans (each, together with the Swingline Loans, a "Class" of Loan) shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no Borrowing of LIBOR Loans may be made at any time prior to the third (3rd) Business Day after the Closing Date. The Swingline Loans shall be made and maintained as Base Rate Loans at all times.
(b) In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of the Term Loans and any Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of the Borrowing of Term Loans shall be in the amount of the aggregate Term Loan Commitments;
(ii) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof (or, in the case of a Borrowing of Revolving Loans, if less, in the amount of the aggregate Unutilized Revolving Credit Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(iiiii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iiiiv) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in Section 10.5 (or at such other location as the Payment Office Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the Loan or Loans to be made by such Lender. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(d) In order to make a Borrowing of a Swingline Loan, the Borrower will give the Administrative Agent and the Swingline Lender written notice not later than 11:00 a.m., Charlotte time, on the Business Day of such Borrowing. Each such notice (each, a "Notice of Swingline Borrowing") shall be irrevocable, shall be given in the form of Exhibit B-2 and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall be in an integral multiple of $100,000 (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at its office referred to in Section 10.5 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is different from the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte time, one (1) Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the "Refunded Swingline Loans") outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at its office referred to in Section 10.5 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender's ratable share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.15(b).
(f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to subsection (e) above in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty, and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day's prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at its office referred to in Section 10.5 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of respective participation. To the extent the Lenders have made such requested Borrowing amounts available to the Administrative Agent as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender's participation as provided in accordance this subsection (f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with Section 2.3(a)interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender's ratable share of such payment.
(g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to subsection (e) above and each such Lender's obligation to purchase a participation in any unpaid Swingline Loans pursuant to subsection (f) above shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries, or (iv) any breach of this Agreement by any party hereto.
Appears in 1 contract
Borrowings. (a) The Loans shall, at Whenever the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order Borrowers desire to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made Loans pursuant to Section 2.10)SECTION 2.9) under the Revolving Credit Facility, the applicable Borrower Borrowers will give the Administrative Agent written notice not later than (by telecopier or otherwise), prior to 11:00 a.m., Charlotte Charlotte, North Carolina time, at least three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m.by 12:00 p.m., Charlotte Charlotte, North Carolina time, on the same at least one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans, except in the cause of Borrowings through any lock box or similar arrangement for which no advance notice is required. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit EXHIBIT B-1 and shall be appropriately completed to specify (1i) the aggregate principal amount and initial Type of the Loans to be made pursuant to such BorrowingBorrowing (and, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto), (ii) the identity of the Borrower for whose benefit the Borrowing will be made, and (3iii) the requested date of the Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing hereunder, in the case of Base Rate Loans Borrowings comprised of LIBOR Loans, shall not be in a principal amount not less than $3,000,000 or1,000,000 and, if greater, shall be in an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower Borrowers shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrowers shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and;
(iii) if the applicable Borrower Borrowers shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower the Borrowers shall be deemed to have selected an Interest Period with a duration of one (1) month.; and
(cb) Not later than 1:00 p.m.Upon the receipt of a Notice of Borrowing, Charlotte timethe Agent will promptly notify each Lender with a Revolving Credit Commitment of the proposed Borrowing, on of such Lender's Pro Rata Share thereof and of the requested Borrowing Date, each Tranche 1 other matters specified in the Notice of Borrowing. Each such Lender will make the amount of its Pro Rata Share of such Borrowing available to the Administrative Agent at its office referred to in SECTION 10.4, for the Payment Office an amountaccount of the Borrowers, in Dollars and in immediately available funds, equal prior to its Tranche 1 Ratable Share of 2:00 p.m., Charlotte, North Carolina time, on the Borrowing Date. To the extent the relevant Lenders have made such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received amounts available to the applicable Borrower Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrowers' account at the Agent's office and in like funds as received by the Administrative Agent, prior to 3:00 p.m., Charlotte, North Carolina time, on the Borrowing Date.
(c) Unless the Agent has received, prior to 12:30 pm, Charlotte, North Carolina time, on any Borrowing Date, written notice from a Lender that such Lender will not make available to the Agent its Pro Rata Share of the relevant Borrowing, the Agent may assume that such Lender has made its Pro Rata Share of such Borrowing available to the Agent on such Borrowing Date in accordance with Section 2.3(a)subsection (b) above, and the Agent may, in reliance upon such assumption, make a corresponding amount available to the Borrowers on such Borrowing Date. If and to the extent that such Lender shall not have made such Pro Rata Share available to the Agent, and the Agent shall have made such corresponding amount available to the Borrowers, such Lender, on the one hand, and the Borrowers, on the other, severally agree to pay to the 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 Agent, (i) if recovered from such Lender, at the Federal Funds Rate. and (ii) if recovered from the Borrowers, at the rate of interest applicable to Loans comprising such Borrowing, as determined under SECTION 2.6. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement.
(d) The failure of any Lender to make any Loan required to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation hereunder to make its Loan on the respective Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing.
(e) Notwithstanding any other provision contained herein or in any of the other Loan Documents, any Lender that refuses to fund or otherwise defaults in the funding of its Pro Rata Share of any Borrowings requested and permitted to be made by the Borrowers hereunder shall not, for so long as such refusal has not been withdrawn or such default has not been cured, have any rights of consent or approval or any voting rights whatsoever with respect to any matter hereunder or under any of the other Loan Documents that requires or permits the consent, approval or action of the Lenders, or any of them, and the Commitments and the Loans of any such Lender shall not be taken into account for purposes of determining, at any time during the continuation of any such refusal or default, the Required Lenders or the number or percentage of Lenders that shall be required for the Lenders or any of them to take or approve, or direct the Agent to take, any action hereunder.
Appears in 1 contract
Samples: Credit Agreement (Shop Vac Corp)
Borrowings. (a) The Term Loans and Revolving Loans (each, together with the Swingline Loans, a “Class” of Loan) shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. The Swingline Loans shall be made and maintained as LIBOR Market Index Rate Loans at all times.
(b) In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m.10:00am, Charlotte time, on the same Business Day prior of any Borrowing to each Borrowing be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of the Term Loans and any Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of the Borrowing of Term Loans shall be in the amount of the aggregate Term Loan Commitments;
(ii) except for a Borrowing with respect to a Refunded Swingline Loan in accordance with Section 2.2(e), the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each the case of a Borrowing of Revolving Loans, if less than the minimum amountless, in the amount of the aggregate Unutilized Tranche 1 Revolving Credit Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof;
(iiiii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iiiiv) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date (which shall be the Closing Date, in the case of the Term Loans), each Tranche 1 applicable Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly To the extent such Lenders have made such amounts available to the Administrative Agent as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(d) In order to make a Borrowing of a Swingline Loan, the Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 11:00 a.m., Charlotte time, on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Revolving Credit Lender (on behalf of, and with a copy to, the Borrower), not later than 10:00 a.m., Charlotte time on the Business Day of the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Revolving Credit Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s ratable share thereof, in its capacity as a Revolving Credit Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Revolving Credit Lenders in the manner contemplated by Section 2.14(b).
(f) If, as a result of any Bankruptcy Event with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty, and each Revolving Credit Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Revolving Credit Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2(f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Revolving Credit Lender that has acquired a participation therein such Lender’s ratable share of such payment.
(g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Revolving Credit Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(e) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(f) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(b), or (iv) the failure of any conditions set forth in Section 3.2 or elsewhere herein to be satisfied.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either (i) Base Rate Loans or LIBOR (ii) SOFR Loans (each, a “Type” of Loan), ; provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), unless such notice requirement is shortened by the applicable Administrative Agent, the Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, 12:00 p.m. (i) three (3) U.S. Government Securities Business Days prior to each Borrowing to be comprised of LIBOR SOFR Loans and not later than 10:00 a.m., Charlotte time, (ii) on the same Business Day prior to as each Borrowing to be comprised of Base Rate Loans. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR SOFR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the “Borrowing Date”), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof, and the aggregate principal amount of each Borrowing comprised of LIBOR SOFR Loans shall not be in a principal amount not less than $5,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR SOFR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one (1) month.
(c) Not later than 1:00 p.m., Charlotte time, 2:00 p.m. on the requested Borrowing Date, each Tranche 1 applicable Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly To the extent such Lenders have made such amounts available to the Administrative Agent as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shallshall be denominated in Dollars and, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 100,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 3,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period of one month.
(c) Not later than 1:00 p.m., Charlotte time, p.m. on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent in accordance with Section 2.3(a).
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings, AG)
Borrowings. (a) The Loans shallBorrower may from time to time from the date of this Note up to and including January 31, at the option 2004, borrow and partially or wholly repay its outstanding borrowings, subject to all of the applicable Borrower and subject to the limitations, terms and conditions of this AgreementNote and of any document executed in connection with or governing this Note; provided however, that amounts repaid may not be either Base Rate Loans reborrowed; and provided further, that the total borrowings under this Note shall not exceed the principal amount stated above. The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or LIBOR Loans (eachfor any Borrower, a “Type” of Loan), provided that all Loans comprising which balance may be endorsed hereon from time to time by the same Borrowing shall, unless otherwise specifically provided herein, be of the same Typeholder.
(b) In order All Base Rate borrowings shall be in amounts of at least Ten Thousand and No/100 Dollars ($10,000.00), and all LIBOR borrowings shall be in amounts of at least One Hundred Thousand and No/100 Dollars ($100,000.00) or any multiple thereof.
(c) The amount and date of each Base Rate borrowing shall be designated by an authorized representative of the Borrower requesting such borrowing in form and substance satisfactory to make a Borrowing Bank, at Bank's sole discretion, and such borrowing request shall be received by the Bank at least one (other than Borrowings involving continuations or conversions 1) Business Day prior to the date of outstanding Loanssuch loan, which date shall be a Business Day. Each Base Rate loan shall be made pursuant at the office of the Bank and shall be funded prior to Section 2.10), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte 2:00 p.m. Houston time, on the day so requested and immediately available fund in the amount so requested.
(d) The amount and date of each LIBOR borrowing shall be designated by an authorized representative of the Borrower requesting such borrowing in form and substance satisfactory to Bank, at Bank's sole discretion, and such borrowing request shall be received by the Bank at least three (3) Business Days prior to each Borrowing the date of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Dateloan, which date shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of Each LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans loan shall be made as Base Rate Loans; and
(iii) if at the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing office of LIBOR Loans, then such Borrower the Bank and shall be deemed funded prior to have selected an Interest Period of one month.
(c) Not later than 1:00 p.m., Charlotte 2:00 p.m. Houston time, on the day so requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of fund in the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds amount so received available to the applicable Borrower in like funds as received by the Administrative Agent in accordance with Section 2.3(a)requested.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte timeLocal Time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereofthereof (or, if less, in the amount of the aggregate Unutilized Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments)thereof;
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte timeLocal Time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in Section 10.5 (or at such other location as the Payment Office Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if Loan to be made by such Borrowing is Lender. To the initial Credit Extension, Section 4.1)extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Samples: Credit Agreement (Markel Corp)
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 500,000 or, if greater, an integral multiple of $1,000,000 100,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent in accordance with Section 2.3(a).
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior of any Borrowing to each Borrowing be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each the case of a Borrowing of Loans, if less than the minimum amountless, in the amount of the aggregate Unutilized Tranche 1 Commitments)) or, if less, in the amount of the aggregate Unutilized Commitments, and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof;
(ii) if the applicable a Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans such Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable a Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 applicable Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly To the extent such Lenders have made such amounts available to the Administrative Agent as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Term Loans and Revolving Loans (each, together with the Swingline Loans, a “Class” of Loan) shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no LIBOR Loans may be borrowed at any time prior to the third (3rd) Business Day after the Closing Date. The Swingline Loans shall be made and maintained as Base Rate Loans at all times.
(b) In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of the Term Loans and any Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of the Borrowing of Term Loans shall be in the amount of the aggregate Term Loan Commitments;
(ii) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 500,000 or, if greater, an integral multiple of $1,000,000 100,000 in excess thereofthereof (or, in the case of a Borrowing of Revolving Loans, if less, in the amount of the aggregate Revolving Credit Commitments less the Aggregate Revolving Credit Exposure), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments)thereof;
(iiiii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iiiiv) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date (which shall be the Closing Date, in the case of the Term Loans), each Tranche 1 applicable Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly To the extent such Lenders have made such amounts available to the Administrative Agent as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(d) In order to make a Borrowing of a Swingline Loan (other than borrowings pursuant to any loan sweep product or other cash management arrangement in effect between the Borrower and the Swingline Lender, which shall be effected as provided thereunder), the Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 11:00 a.m., Charlotte time, on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $200,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Revolving Credit Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte time, one (1) Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Revolving Credit Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s ratable share thereof, in its capacity as a Revolving Credit Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Revolving Credit Lenders in the manner contemplated by Section 2.15(b).
(f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Revolving Credit Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Revolving Credit Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2(f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Revolving Credit Lender that has acquired a participation therein such Lender’s ratable share of such payment.
(g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Revolving Credit Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(e) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(f) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(b), or (iv) the failure of any conditions set forth in Section 4.2 or elsewhere herein to be satisfied.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no LIBOR Loans may be borrowed at any time prior to the third Business Day after the Closing Date.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10)Borrowing, the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to of each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the Borrower to which the Loans are to be made, (2) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (23) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (34) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case case, if less than the minimum amountless, in the amount of the aggregate Unutilized Tranche 1 CommitmentsCommitments less the Aggregate Credit Exposure);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 applicable Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly To the extent such Lenders have made such amounts available to the Administrative Agent as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable Borrower will give the Administrative Agent written notice of the proposed Borrowing not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Agent, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in a excess thereof (or, if less, in the amount of the aggregate Unutilized Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in Section 11.5 (or at such other location as the Payment Office Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if Loan to be made by such Borrowing is Lender. To the initial Credit Extension, Section 4.1), extent the Administrative Agent shall make all funds so received Lenders have made such amounts available to the applicable Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Samples: Credit Agreement (Pxre Group LTD)
Borrowings. (a) The Loans shall, at Whenever the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order desires to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10)2.9) under the Facility, the applicable Borrower will give the Administrative Agent oral or written notice not later than (by telecopier or otherwise), prior to 11:00 a.m., Charlotte time, at least three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same at least one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit B-1 (or, if oral notice is given, shall be promptly followed, by telecopier or otherwise, with a writing in the form of Exhibit B-1) and shall be appropriately completed to specify (1i) the aggregate principal amount and initial Type of the Loans to be made pursuant to such BorrowingBorrowing (and, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, ) and (3ii) the requested date of the Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing hereunder (y) in the case of Borrowings comprised of Base Rate Loans Loans, shall not be in a principal amount not less than $3,000,000 or1,000,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Total Unutilized Commitment), and (z) in the case of Borrowings comprised of LIBOR Loans, shall not be less than $5,000,000 and, if greater, shall be in an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(cb) Not later than 1:00 p.m.Upon the receipt of a Notice of Borrowing, Charlotte timethe Agent will promptly notify each Lender of the proposed Borrowing, on of such Lender's Pro Rata Share thereof and of the requested Borrowing Date, each Tranche 1 other matters specified in the Notice of Borrowing. Each Lender will make the amount of its Pro Rata Share of such Borrowing available to the Administrative Agent at its office referred to in Section 10.4, for the Payment Office an amountaccount of the Borrower, in Dollars and in immediately available funds, equal prior to its Tranche 1 Ratable Share of 1:00 p.m, Charlotte time, on the Borrowing Date. To the extent the Lenders have made such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received amounts available to the applicable Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower in accordance with subsection (e) below and in like funds as received by the Administrative Agent.
(c) Unless the Agent has received, prior to 1:00 p.m., Charlotte time, on any Borrowing Date, written notice from a Lender that such Lender will not make available to the Agent its Pro Rata Share of the relevant Borrowing (which notice shall, if so received, be forwarded promptly upon receipt to the Borrower), the Agent may assume that such Lender has made its Pro Rata Share of such Borrowing available to the Agent on such Borrowing Date in accordance with subsection (b) above, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower on such Borrowing Date. If and to the extent that such Lender shall not have made such Pro Rata Share available to the Agent, and the Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other (but without prejudice to the Borrower's rights under Section 2.3(a2.17), severally agree to pay to the Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, (i) if recovered from such Lender, at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Base Rate, and (ii) if recovered from the Borrower, at the rate of interest payable by the Borrower hereunder in respect of the Loans comprising such Borrowing. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. Nothing in this subsection (c), however, shall relieve any Lender of its obligation to make available to the Agent its Pro Rata Share of any Borrowing, subject to and in accordance with the terms hereof.
(d) The failure of any Lender to make any Loan required 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 respective Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing.
(e) The Borrower hereby authorizes the Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any of the Authorized Officers, provided that the Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. Without limiting the obligation of the Borrower to confirm in writing any telephonic Notice of Borrowing, the Agent may act without liability upon the basis of any telephonic Notice of Borrowing believed by the Agent in good faith to be from any such officer prior to receipt of written confirmation. The Borrower may at any time deliver to the Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Agent, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereofthereof (or, if less, in the amount of the aggregate Unutilized Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments)thereof;
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in Section 11.5 (or at such other location as the Payment Office Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if Loan to be made by such Borrowing is Lender. To the initial Credit Extension, Section 4.1), extent the Administrative Agent shall make all funds so received Lenders have made such amounts available to the applicable Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Samples: Credit Agreement (Markel Corp)
Borrowings. (a) The Loans shall, at the option of the applicable Borrower Borrowers and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), ; provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), an Authorized Officer of each of the applicable Borrower Borrowers will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to Borrowing Date (as hereinafter defined) for each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Agent, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereofthereof (or, if less, in the amount of the aggregate Unutilized Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments)thereof;
(ii) if the applicable Borrower Borrowers shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrowers shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower Borrowers shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower the Borrowers shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in Section 10.5 (or at such other location as the Payment Office Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if Loan to be made by such Borrowing is Lender. To the initial Credit Extension, Section 4.1), extent the Administrative Agent shall make all funds so received Lenders have made such amounts available to the applicable Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10), the applicable Borrower will give the Administrative Agent Lender written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 A-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 CommitmentsCommitment);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 3.2 (and, if such Borrowing is on the initial Credit ExtensionClosing Date, Section 4.13.1), the Administrative Agent Lender shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent proceeds of such Borrowing in accordance with Section 2.3(a)the terms of the Account Designation Letter.
Appears in 1 contract
Samples: Credit Agreement (KMG America CORP)
Borrowings. (a) The Loans shall, at Whenever the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order desires to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans pursuant to SECTION 2.11, and Mandatory Borrowings for the purpose of repaying outstanding Swingline Loans, which shall be made pursuant to Section 2.10SECTION 2.1(C)), under the applicable Revolving Credit Facility, the Borrower will give the Administrative Agent written notice not later than 11:00 a.m.(by telecopier or otherwise), Charlotte prior to 12:00 noon, Charlotte, North Carolina local time, at least three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same at least one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans. Each such notice (each, a “Notice of Borrowing”an "Interest Rate Election Notice") shall be irrevocable, shall be given in the form of Exhibit EXHIBIT B-1 and shall be appropriately completed to specify (1i) the aggregate principal amount and initial Type of the Loans to be made pursuant to such BorrowingBorrowing (and, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto), (ii) the proposed use of the proceeds of the Borrowing, and (3iii) the requested date of the Borrowing (the "Borrowing Date"), which shall be a Business Day. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing hereunder (y) in the case of Borrowings comprised of Base Rate Loans, shall not be less than the lesser of the Total Unutilized Revolving Credit Commitment or $1,000,000 and, if greater than $1,000,000, shall be in an integral multiple of $500,000 in excess thereof, provided, that Borrowings of Swingline Loans shall not be less than $50,000 and, if greater than $50,000, shall be in an integral multiple of $50,000 in excess thereof, and (z) in the case of Borrowings comprised of LIBOR Loans, shall not be less than $3,000,000 and, if greater than $3,000,000, shall be in an integral multiple of $1,000,000 in excess thereof;
(ii) with respect to each individual Acquisition financed in whole or in part with proceeds of Loans, the aggregate principal amount of the Loans incurred to finance such Acquisition shall not exceed $7,500,000 without the consent of Required Lenders;
(iii) if the Borrower shall have failed to designate the Type of Loans comprising a Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of Base Rate Loans;
(iv) if the Borrower shall have failed to select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month; and
(v) LIBOR Loans under the Revolving Credit Facility may not be outstanding under more than five (5) separate Interest Periods at any one time.
(b) Upon the receipt of an Interest Rate Election Notice, the Agent will promptly notify each Lender with a Revolving Credit Commitment of the proposed Borrowing, of such Lender's Pro Rata Share thereof and of the other matters specified in the Interest Rate Election Notice. Each such Lender will make the amount of its Pro Rata Share of such Borrowing available to the Agent at its office referred to in SECTION 14.3, for the account of the Borrower, in Dollars and in immediately available funds, prior to 2:00 p.m., Charlotte, North Carolina local time, on the Borrowing Date. To the extent the relevant Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower's account at the Agent's office and in like funds as received by the Agent, prior to 3:30 p.m., Charlotte, North Carolina local time, on the Borrowing Date.
(c) In order to make a Borrowing of a Swingline Loan, the Borrower will give the Agent and the Swingline Lender written notice (or oral notice promptly confirmed in writing) not later than 12:00 noon, Charlotte, North Carolina time, on the Business Day of such Borrowing. Each such notice (each, a "Notice of Swingline Borrowing") shall be irrevocable, shall be given in the form of EXHIBIT B-2 (or, if oral notice is given, shall be promptly followed with a writing in the form of EXHIBIT B-2) and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing and (ii) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 the Swingline Lender will make available to the Administrative Agent at its office referred to in SECTION 14.3 (or at such other location as the Payment Office Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if requested Swingline Loan. To the extent the Swingline Lender has made such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received amount available to the applicable Agent as provided hereinabove, the Agent will make such amount available to the Borrower in accordance with the terms hereof and in like funds as received by the Administrative Agent, prior to 3:30 p.m. Charlotte, North Carolina local time, on the Borrowing Date.
(d) The Borrower hereby authorizes the Agent to disburse the proceeds of each Borrowing in accordance with Section 2.3(a)the terms of any written instructions from any of the Authorized Officers; provided that the Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter.
(e) Unless the Agent has received, prior to 11:00 a.m., Charlotte, North Carolina time, on the relevant Borrowing Date, written notice from a Lender that such Lender will not make available to the Agent such Lender's ratable portion, if any, of the relevant Borrowing, the Agent may assume that such Lender has made such portion available to the Agent in immediately available funds on such Borrowing Date in accordance with the applicable provisions of this SECTION 2.2, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower on such Borrowing Date. If and to the extent that such Lender shall not have made such portion available to the Agent, and the Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, (i) in the case of such Lender, at the Federal Funds Rate, and (ii) in the case of the Borrower, at the rate of interest applicable at such time to the Loans comprising such Borrowing, as determined under the provisions of
Appears in 1 contract
Samples: Loan Agreement (Lason Inc)
Borrowings. (a) The Loans shall, at Whenever the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order desires to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made Loans pursuant to Section 2.10)2.9) under the Revolving Credit Facility, the applicable Borrower will give the Administrative Agent written or telephonic notice not later than (confirmed immediately thereafter by telecopier or otherwise), prior to 11:00 a.m., Charlotte Nashville, Tennessee local time, at least three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 prior to 11:00 a.m., Charlotte timeNashville, Tennessee local time on the same Business Day prior to day of each Borrowing to be comprised of Base Rate Loans. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall be appropriately completed to specify (1i) the aggregate principal amount and initial Type of the Loans to be made pursuant to such BorrowingBorrowing (and, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto), (ii) the proposed use of the proceeds of the Borrowing, and (3iii) the requested date of the Borrowing (the "Borrowing Date"), which shall be a Business Day. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing hereunder (y) in the case of Borrowings comprised of Base Rate Loans, shall not be less than $1,000,000 and, if greater, shall be in an integral multiple of $500,000 in excess thereof, and (z) in the case of Borrowings comprised of LIBOR Loans, shall not be less than $1,000,000 and, if greater, shall be in an integral multiple of $500,000 in excess thereof;
(ii) if the Borrower shall have failed to designate the Type of Loans comprising a Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of Base Rate Loans;
(iii) if the Borrower shall have failed to select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month; and
(iv) LIBOR Loans under the Revolving Credit Facility may not be outstanding under more than four (4) separate Interest Periods at any one time.
(b) Upon its the receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender with a Revolving Credit Commitment of the proposed Borrowing, of such Lender's Pro Rata Share thereof and of the other matters specified in the Notice of Borrowing. Notwithstanding anything to the contrary contained herein:
(i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in Each such Lender will make the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type its Pro Rata Share of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any such Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office in Nashville, Tennessee referred to in Section 10.4, for the Payment Office an amountaccount of the Borrower, in Dollars and in immediately available funds, equal prior to its Tranche 1 Ratable Share of 2:00 p.m., Nashville, Tennessee local time, on the Borrowing Date. To the extent the Lenders have made such requested Borrowing amounts available to the Administrative Agent as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower Borrower's account at the Administrative Agent's office and in like funds as received by the Administrative Agent, prior to 3:30 p.m., Nashville, Tennessee local time, on the Borrowing Date. Unless the Administrative Agent has received, prior to 12:00 noon, Nashville, Tennessee local time, on any Borrowing Date, written notice from a Lender that such Lender will not make available to the Administrative Agent its Pro Rata Share of the relevant Borrowing, the Administrative Agent may assume that such Lender has made or will make its Pro Rata Share of such Borrowing available to the Administrative Agent on such Borrowing Date in accordance with subsection (b) above, and the Administrative Agent may, in reliance upon such assumption, make a corresponding amount available to the Borrower on such Borrowing Date. If and to the extent that such Lender shall not have made such Pro Rata Share available to the Administrative Agent, and the Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, (i) if recovered from such Lender, at the Federal Funds Rate, and (ii) if recovered from the Borrower, at the rate of interest applicable to Loans comprising such Borrowing, as determined under Section 2.3(a)2.6. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. The failure of any Lender to make any Loan required to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation hereunder to make its Loan on the respective Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Ipayment Inc)
Borrowings. (a) The Loans shall, at the option of the applicable each Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no LIBOR Loan may be borrowed at any time prior to the third (3rd) Business Day after the Restatement Effective Date.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable each Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each of such Borrowing of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Restatement Effective Date may, at the discretion of the Administrative Agent, be given with less advance notice than the times specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing of Base Rate Loans shall not be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amountless, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans such Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in Section 11.5 (or at such other location as the Payment Office Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its the amount of the Loan to be made by such Tranche 1 Ratable Share of Lender. To the extent the Tranche 1 Lenders have made such requested Borrowing amounts available to the Administrative Agent as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shall, at Whenever the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order desires to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made Loans pursuant to Section 2.10)2.9) under the Revolving Credit/Term Facility, the applicable Borrower will give the Administrative Agent written notice not later than (by telecopier or otherwise), prior to 11:00 a.m., Charlotte time, at least three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same at least one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall be appropriately completed to specify (1i) the aggregate principal amount and initial Type of the Loans to be made pursuant to such BorrowingBorrowing (and, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, ) and (3ii) the requested date of the Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing hereunder (y) in the case of Borrowings comprised of Base Rate Loans Loans, shall not be less than $500,000 and, if greater, shall be in a principal amount an integral multiple of $100,000 in excess thereof, and (z) in the case of Borrowings comprised of LIBOR Loans, shall not be less than $3,000,000 orand, if greater, shall be in an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
; (ii) the aggregate principal amount of all Borrowings under the Revolving Credit/Term Facility, the proceeds of which are utilized to finance any single Permitted Acquisition, in part or in whole, shall not be more than $20,000,000, without the prior written consent of the Required Lenders; (iii) no Revolving Credit/Term Loans may be incurred to the extent that, immediately after giving effect thereto, the aggregate original principal amount of all Revolving Credit/Term Loans the proceeds of which were utilized to finance Permitted Acquisitions during any single fiscal year, in part or in whole, shall exceed $75,000,000, without the prior written consent of the Required Lenders; (iv) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iiiv) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one (1) month; and (vi) LIBOR Loans under the Revolving Credit/Term Facility may not be outstanding under more than five (5) separate Interest Periods at any one time.
(cb) Not later than 1:00 p.m.Upon the receipt of a Notice of Borrowing, Charlotte timethe Agent will promptly notify each Lender with a Revolving Credit/Term Commitment of the proposed Borrowing, on of such Lender's Pro Rata Share thereof and of the requested Borrowing Date, each Tranche 1 other matters specified in the Notice of Borrowing. Each such Lender will make the amount of its Pro Rata Share of such Borrowing available to the Administrative Agent at its office referred to in SECTION 10.4, for the Payment Office an amountaccount of the Borrower, in Dollars and in immediately available funds, equal prior to its Tranche 1 Ratable Share of 12:00 noon, Charlotte time, on the Borrowing Date. To the extent the relevant Lenders have made such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received amounts available to the applicable Borrower Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower's account at the Agent's office and in like funds as received by the Administrative Agent, prior to 3:30 p.m., Charlotte time, on the Borrowing Date.
(c) Unless the Agent has received, prior to 12:00 noon, Charlotte time, on any Borrowing Date, written notice from a Lender that such Lender will not make available to the Agent its Pro Rata Share of the relevant Borrowing, the Agent may assume that such Lender has made its Pro Rata Share of such Borrowing available to the Agent on such Borrowing Date in accordance with Section 2.3(a)subsection (B) above, and the Agent may, in reliance upon such assumption, make a corresponding amount available to the Borrower on such Borrowing Date. If and to the extent that such Lender shall not have made such Pro Rata Share available to the Agent, and the Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, (i) if recovered from such Lender, at the Federal Funds Rate, and (ii) if recovered from the Borrower, at the rate of interest applicable to Loans comprising such Borrowing, as determined under SECTION 2.6. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement.
(d) The failure of any Lender to make any Loan required to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation hereunder to make its Loan on the respective Borrowing Date or relieve any Lender (including the Lender that failed to make such amount available) of its obligation, if any, hereunder to make its Pro Rata Share of any subsequent Borrowing available, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing.
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Borrowings. (a) The Revolving Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan)Loans, provided that all Revolving Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions Conversions of outstanding Loans, Revolving Loans which shall be made pursuant to Section 2.105.4), the applicable Borrower an Authorized Officer will give the Administrative Agent written telephonic notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to of each Borrowing to be comprised of Base Rate Loans, which notice shall be irrevocable. The Authorized Officer shall provide the Administrative Agent written confirmation of each such telephonic notice but failure to provide such confirmation shall not affect the validity of such telephonic notice; provided, however, that requests for the Borrowing of any Revolving Loans to be made on the Effective Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such written notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 B-1(a) and each Notice of Borrowing shall specify (1) the aggregate principal amount and initial Type of the Revolving Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the “Borrowing Date”), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Revolving Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall other than a Borrowing (x) solely to repay a then outstanding Swing Line Loan in accordance with Section 3.8(d), which may be in a principal the amount of such Swing Line Loan or (y) solely to satisfy any Reimbursement Obligation under Section 4.4, which may be in the amount of such Reimbursement Obligation, shall not be less than $3,000,000 500,000 or, if greater, an integral multiple of $1,000,000 100,000 in excess thereofthereof (or, if less, in the amount of the aggregate Unutilized Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 100,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments)thereof;
(ii) if the applicable Borrower shall have failed to designate the Type of Revolving Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Revolving Lender will make available to the Administrative Agent at its office referred to in Section 14.5 (or at such other location as the Payment Office Administrative Agent may designate) an amount, in Dollars and in immediately available funds, funds equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if Revolving Loan to be made by such Borrowing is Revolving Lender. To the initial Credit Extension, Section 4.1)extent the Revolving Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 3.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), ; provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10SECTION 2.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit EXHIBIT B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing of Base Rate Loans shall not be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amountless, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in SECTION 10.5 (or at such other location as the Payment Office Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if Loan to be made by such Borrowing is Lender. To the initial Credit Extension, Section 4.1)extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with SECTION 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
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Borrowings. (a) The Loans shall, at the option of the applicable each Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no LIBOR Loan may be borrowed at any time prior to the third (3rd) Business Day after the Closing Date.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable each Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than the times specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing of Base Rate Loans shall not be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amountless, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans such Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in Section 11.5 (or at such other location as the Payment Office Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its the amount of the Loan to be made by such Tranche 1 Ratable Share of Lender. To the extent the Tranche 1 Lenders have made such requested Borrowing amounts available to the Administrative Agent as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no LIBOR Loans may be borrowed at any time prior to the third Business Day after June 6, 2006.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10)Borrowing, the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to of each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of Loans to be made on June 6, 2006 may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the Borrower to which the Loans are to be made, (2) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (23) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (34) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case case, if less than the minimum amountless, in the amount of the aggregate Unutilized Tranche 1 CommitmentsCommitments less the Aggregate Credit Exposure);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 applicable Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly To the extent such Lenders have made such amounts available to the Administrative Agent as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower ---------- and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) notwithstanding any other provision of this Agreement, all Loans made prior to the third (3rd) Business Day after the Closing Date shall be made initially as Base Rate Loans.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.9), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that a request for a Borrowing of Base Rate Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the time specified therefor as set forth hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1a) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2b) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3c) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in a excess thereof (or, if less, in the amount of the Aggregate Unutilized Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Lender of the proposed Borrowing. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in Section 10.5 (or at such other location as the Payment Office Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if Loan to be made by such Borrowing is Lender. To the initial Credit Extension, Section 4.1)extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with subsection (d) below and in like funds as received by the Administrative Agent.
(d) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any of the Authorized Officers, provided that the -------- Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter.
(e) Unless the Administrative Agent has received, prior to 1:00 p.m., Charlotte time, on the relevant Borrowing Date, written notice from a Lender that such Lender will not make available to the Administrative Agent such Lender's ratable portion, if any, of the relevant Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent in immediately available funds on such Borrowing Date in accordance with subsection (c) above, and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make a corresponding amount available to the Borrower on such Borrowing Date. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, and the Administrative Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, (i) in the case of such Lender, at the Federal Funds Rate, and (ii) in the case of the Borrower, at the rate of interest applicable at such time to Loans comprising such Borrowing, as determined under the provisions of Section 2.3(a)2.6. 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. The failure of any Lender to make any Loan required 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 as part of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing.
(f) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of -------- such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either (i) Base Rate Loans or (ii) LIBOR Loans (each, a “Type” of Loan), ; provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), unless such notice requirement is shortened by the applicable Administrative Agent, the Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, 12:00 p.m. three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, 12:00 p.m. on the same Business Day prior to as each Borrowing to be comprised of Base Rate Loans. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the “Borrowing Date”), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof, and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one (1) month.;
(c) Not later than 1:00 p.m., Charlotte time, 2:00 p.m. on the requested Borrowing Date, each Tranche 1 applicable Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly To the extent such Lenders have made such amounts available to the Administrative Agent as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either (i) Base Rate Loans or (ii) LIBOR Loans (each, a “Type” of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no Borrowing of LIBOR Loans may be made at any time prior to the third (3rd) Business Day after the Closing Date.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), unless such notice requirement is shortened by the applicable Administrative Agent, the Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m.12:00 p.m., Charlotte time, on the same Business Day prior to as each Borrowing to be comprised of Base Rate Loans; provided, however, that the request for the Borrowing of the Loan to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the “Borrowing Date”), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 1,000,000 or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof, and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be in a principal amount not less than $5,000,000 3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.;
(c) Not later than 1:00 2:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 applicable Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly To the extent such Lenders have made such amounts available to the Administrative Agent as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower IPC Holdings and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan)Loans, provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10SECTION 3.10), the applicable Borrower IPC Holdings will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit EXHIBIT B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower IPC Holdings shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and
(iii) if the applicable Borrower IPC Holdings shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower IPC Holdings shall be deemed to have selected an Interest Period of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 SECTION 5.2 (and, if such Borrowing is to occur on the initial Credit ExtensionEffective Date, Section 4.1SECTION 5.1), the Administrative Agent shall make all funds so received available to the applicable Borrower IPC Holdings in like funds as received by the Administrative Agent in accordance with Section 2.3(aSECTION 3.3(A).
Appears in 1 contract
Samples: Credit Agreement (Ipc Holdings LTD)
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either (i) Base Rate Loans or (ii) LIBOR Loans (each, a “"Type” " of Loan), provided that (x) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (y) no Borrowing of LIBOR Loans may be made at any time prior to the third (3rd) Business Day after the Closing Date.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10SECTION 2.11), the applicable Borrower will give the Administrative Agent Lender written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that the request for the Borrowing of the Loan to be made on the Closing Date may, at the discretion of the Lender, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit EXHIBIT B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in a excess thereof (or, if less, in the amount of the aggregate Unutilized Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.;
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 the Lender will make such amounts available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Borrower.
Appears in 1 contract
Samples: Credit Agreement (Radian Group Inc)
Borrowings. (a) The Loans shallshall be denominated in Dollars and, at the option of the applicable Borrower and subject to Borrower, the terms and conditions of this Agreement, Revolving Loans shall be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Revolving Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) . In order to make a Borrowing (other than (x) Borrowings involving of Swingline Loans, which shall be made pursuant to Section 2.02(c)), (y) Borrowings for the purpose of paying Refunded Swingline Loans, which shall be made pursuant to Section 2.02(d), and (z) continuations or conversions of outstanding Revolving Loans, which shall be made pursuant to Section 2.10), the applicable Borrower will give shall deliver to the Administrative Agent written a fully executed, irrevocable notice not of borrowing in the form of Exhibit B-1 (the “Notice of Borrowing”) no later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a the Notice of Borrowing, the Administrative Agent will shall promptly notify each Tranche 1 Lender Bank of the proposed Borrowingborrowing. Notwithstanding anything to the contrary contained herein:
(i) each Borrowing of Base Rate Loans shall be in a principal amount not less than of $3,000,000 or, if greater, an 10,000,000 or a higher integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 (or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amountless, in the amount of the aggregate Unutilized Tranche 1 Unused Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Revolving Loans in a Notice of Borrowing, then the Revolving Loans shall be made as Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period of one month.
(cb) Not later than 1:00 p.m., Charlotte time, p.m. on the requested Borrowing Date, each Tranche 1 Lender Bank will make available to the Administrative Agent at the Payment Office Administrative Agent’s Account an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Pro Rata Share of such requested Borrowing as its Revolving Loan or Revolving Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.14.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent in accordance with Section 2.3(a2.03(a).
(c) In order to make a Borrowing of a Swingline Loan, the applicable Borrower will give the Administrative Agent (and the Swingline Bank, if the Swingline Bank is not also the Administrative Agent) written notice not later than 1:00 p.m., on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall be $5,000,000 or a higher integral multiple of $500,000 (or, if less, in the amount of the Unused Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 3:00 p.m., on the requested Borrowing Date, the Swingline Bank will make available to the Administrative Agent at the Administrative Agent’s Account an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Bank has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the applicable Borrower in accordance with Section 2.03(a) and in like funds as received by the Administrative Agent. No Swingline Loan may be used to refinance an outstanding Swingline Loan.
(d) With respect to any outstanding Swingline Loans, the Swingline Bank may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the applicable Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Bank) and each other Bank (on behalf of, and with a copy to, the applicable Borrower), not later than 11:00 a.m., one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the applicable Borrower) requesting the Banks to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Bank requests to be repaid. Not later than 1:00 p.m., on the requested Borrowing Date, each Bank (other than the Swingline Bank) will make available to the Administrative Agent at the Administrative Agent’s Account an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Bank. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Bank’s ratable share thereof, in its capacity as a Bank) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Bank), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Bank shall be recovered by or on behalf of the applicable Borrower from the Swingline Bank in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks in the manner contemplated by Section 2.14(c).
(e) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to any Borrower, Revolving Loans are not made pursuant to Section 2.02(d) in an amount sufficient to repay any amounts owed to the Swingline Bank in respect of any outstanding Swingline Loans, or if the Swingline Bank is otherwise precluded for any reason from giving a notice on behalf of the applicable Borrower as provided for hereinabove, the Swingline Bank shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Bank), and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Pro Rata Share of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Bank, each Bank (other than the Swingline Bank) will make available to the Administrative Agent at the Administrative Agent’s Account an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent. In the event any such Bank fails to make available to the Administrative Agent the amount of such Bank’s participation as provided in this Section 2.02(e), the Swingline Bank shall be entitled to recover such amount on demand from such Bank, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Bank until the date such amount is made available to the Swingline Bank at the Federal Funds Rate for the first three Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the applicable Borrower in respect of a Swingline Loan, the Swingline Bank will pay to each Bank that has acquired a participation therein such Bank’s ratable share of such payment.
(f) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Bank (other than the Swingline Bank) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.02(d) and each such Bank’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including (i) any set-off, counterclaim, recoupment, defense or other right that such Bank may have against the Swingline Bank, the Administrative Agent, any Borrower or any other Person for any reason whatsoever, (ii) the existence of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.02(a), or (iv) the failure of any conditions set forth in Section 4.02 or elsewhere herein to be satisfied.
Appears in 1 contract
Samples: Credit Agreement (ACE LTD)
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same TypeType and (ii) any Loans made on the Closing Date shall be made initially as Base Rate Loans.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10SECTION 2.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m.12:00 noon, Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Agent, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit EXHIBIT B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $1,000,000, or, if greater, an integral multiple of $100,000 in a excess thereof, and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in SECTION 10.5 (or at such other location as the Payment Office Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly as practicable, upon satisfaction of To the applicable conditions set forth in Section 4.2 (and, if extent the Lenders have made such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received amounts available to the applicable Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower in accordance with SECTION 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Samples: Credit Agreement (Orthalliance Inc)
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), ; provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to of each Borrowing of Base Rate Loans. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1x) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2y) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3z) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent in accordance with Section 2.3(a).
Appears in 1 contract
Samples: Credit Agreement (Platinum Underwriters Holdings LTD)
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) any Loans made on or within three (3) Business Days after the Closing Date shall be made initially as Base Rate Loans.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m.1:00 p.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in a excess thereof (or, if less, in the amount of the aggregate Unutilized Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 2:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in Section 10.5 (or at such other location as the Payment Office Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if Loan to be made by such Borrowing is Lender. To the initial Credit Extension, Section 4.1)extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing of Base Rate Loans or LIBOR Loans (other than Borrowings involving continuations or conversions of outstanding LoansBase Rate or LIBOR Loans , which shall be made pursuant to Section SECTION 2.10), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each a Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each of a Borrowing of Base Rate Loans; provided, however, that a request for a Borrowing of Base Rate Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the time specified therefor as set forth hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit EXHIBIT B-1 and shall specify (1a) the aggregate principal amount and initial Type of the Loans to be made pursuant to such BorrowingLoan, (2b) in the case of a Borrowing of LIBOR LoansLoan, the initial Interest Period to be applicable thereto, and (3c) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) , the aggregate principal amount of each Borrowing of Base Rate Loans shall not be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amountless, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period of one month.
(c) Not later than 1:00 p.m., Charlotte time, on Upon fulfillment of the requested Borrowing Dateapplicable conditions in ARTICLE III, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in SECTION 10.5 (or at such other location as the Payment Office Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if Loan to be made by such Borrowing is Lender. To the initial Credit Extension, Section 4.1)extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with SECTION 2.3(A) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Samples: Credit Agreement (Everest Reinsurance Holdings Inc)
Borrowings. (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “"Type” " of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.
(b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.10SECTION 2.11), the applicable Borrower will give the Administrative Agent written notice of the proposed Borrowing not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Agent, be given later than the times specified hereinabove. Each such notice (each, a “"Notice of Borrowing”") shall be irrevocable, shall be given in the form of Exhibit EXHIBIT B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in a excess thereof (or, if less, in the amount of the aggregate Unutilized Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its office referred to in SECTION 11.5 (or at such other location as the Payment Office Agent may designate) an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share of such requested Borrowing as its Loan or Loans. As promptly as practicable, upon satisfaction the amount of the applicable conditions set forth in Section 4.2 (and, if Loan to be made by such Borrowing is Lender. To the initial Credit Extension, Section 4.1), extent the Administrative Agent shall make all funds so received Lenders have made such amounts available to the applicable Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower in accordance with SECTION 2.3(a) and in like funds as received by the Administrative Agent in accordance with Section 2.3(a)Agent.
Appears in 1 contract
Samples: Credit Agreement (Pxre Group LTD)
Borrowings. (a) The Revolving Loans (each, together with the Swingline Loans, a “Class” of Loan) shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Revolving Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. The Swingline Loans shall be made and maintained as LIBOR Market Index Rate Loans at all times.
(b) In order to make a Borrowing (other than (w) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (x) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), (y) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.102.11 or (z) Borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.5), the applicable Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same one Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Tranche 1 applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein:
(i) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be in a principal amount not less than $3,000,000 1,000,000 or, if greater, an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the aggregate Commitments less the Aggregate Credit Exposure), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $2,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Tranche 1 Commitments);
(ii) if the applicable Borrower shall have failed to designate the Type of Loans in comprising a Notice of Borrowing, then the Loans Borrower shall be made as deemed to have requested a Borrowing comprised of Base Rate Loans; and
(iii) if the applicable Borrower shall have failed to specify an select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then such the Borrower shall be deemed to have selected an Interest Period with a duration of one month.
(c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Tranche 1 applicable Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Tranche 1 Ratable Share the amount of such requested Borrowing as its the Loan or LoansLoans to be made by such Lender. As promptly To the extent such Lenders have made such amounts available to the Administrative Agent as practicable, upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1)provided hereinabove, the Administrative Agent shall will make all funds so received the aggregate of such amounts available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(d) In order to make a Borrowing of a Swingline Loan, the Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 11:00 a.m., Charlotte time, on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $500,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.
(e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte time, one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s ratable share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.15(b).
(f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Commitment bears to the aggregate Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2(f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s ratable share of such payment.
(g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(e) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(f) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(b), or (iv) the failure of any conditions set forth in Section 4.2 or elsewhere herein to be satisfied.
Appears in 1 contract
Samples: Credit Agreement and Pledge and Security Agreement (Swisher Hygiene Inc.)