Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that Type of Advance until (i) in the case of a Eurodollar Rate Advance, the end of the initial Eurodollar Interest Period specified in the Borrowing Notice, (ii) in the case of a Floating Rate Advance, the date on which the Advance is repaid in full or is changed to another Type of Advance pursuant to Section 3.3(2), or (iii) in the case of any Advance, it is converted to another Type of Accommodation pursuant to Section 3.3(2). (2) The Borrower may elect to (i) change any Advance to another type of Advance in accordance with Section 3.3(3) or convert an Advance to another type of Accommodation upon the number of days notice specified in Schedule 4.1(2) (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar Advance, as of the last day of the Eurodollar Interest Period applicable to the Eurodollar Rate Advance and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount), or (ii) continue any Eurodollar Rate Advance for a further Eurodollar Interest Period beginning on the last day of the then current Eurodollar Interest Period in accordance with Section 3.3(3). (3) Each election to change from one type of Advance to another type of Advance or to continue a Eurodollar Rate Advance for a further Eurodollar Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) given, in each case, not later than 10:30 a.m. (Toronto time) by the Borrower to the Lender. Each such notice (an "ELECTION NOTICE") shall be given substantially in the form of Schedule 3.3(3) and shall be irrevocable and binding upon the Borrower. If the Borrower fails to deliver an Election Notice to the Lender for any Eurodollar Rate Advance as provided in this Section 3.3, the Eurodollar Rate Advance shall be converted (as of the last day of the applicable Eurodollar Interest Period) to and be outstanding as a Base Rate (Canada) Advance. The Borrower shall not select a Eurodollar Interest Period which conflicts with the definition of Eurodollar Interest Period in Section 1.1 or, in the opinion of the Lender, with the repayment schedule in Section 2.4.
Appears in 1 contract
Samples: Loan Agreement (Cantel Medical Corp)
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that such Type of Advance (determined as provided in Section 3.05) until (i) in the case of a Eurodollar Rate Advance, LIBOR Advance the end of the initial Eurodollar Interest Period applicable thereto as specified in the applicable Borrowing Notice, (ii) in the case of a Floating Rate an ABR Advance, the date on which the relevant Type of Advance is repaid in full or is changed to another Type of Advance pursuant to and to the extent permitted by Section 3.3(23.03(2), or (iii) in the case of any Advance, it is converted to another Type of Accommodation Advance pursuant to and to the extent permitted by Section 3.3(23.03(2).
(2) The Borrower may may, in respect of the Term Loan Facility, elect to (i) change any Advance outstanding thereunder to another type Type of Advance Accommodation denominated in the same currency available thereunder in accordance with Section 3.3(33.03(3), (x) in the case of an ABR Advance, as of any Business Day or convert an Advance to another type of Accommodation upon the number of days notice specified in Schedule 4.1(2) (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar Advance, LIBOR Advance as of the last day of the Eurodollar Interest Period Period, applicable to the Eurodollar Rate Advance and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount), such LIBOR Advance; or (ii) continue any Eurodollar Rate LIBOR Advance for a further Eurodollar Interest Period Period, beginning on the last day of the then current Eurodollar Interest Period Period, in accordance with Section 3.3(33.03(3).
(3) Each election to change from one type Type of Advance to another type Type of Advance under the Term Loan Facility or to continue a Eurodollar Rate LIBOR Advance for a further Eurodollar Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) 3 given, in each case, not later than 10:30 a.m. 12:00 p.m. (Toronto New York time) by the Borrower to the LenderAdministrative Agent. Each such notice (an "ELECTION NOTICE"“Interest Rate Election Notice”) shall be given substantially in the form of Schedule 3.3(3) 2 and shall be irrevocable and binding upon the Borrower. If the Borrower fails to deliver an Interest Rate Election Notice to the Lender Administrative Agent for any Eurodollar Rate LIBOR Advance as provided in this Section 3.33.03(3), the Eurodollar Rate such LIBOR Advance shall be converted (as of the last day of the applicable Eurodollar Interest Period) to and thereafter shall be outstanding as a Base Rate (Canada) an ABR Advance. The Borrower shall not select a Eurodollar an Interest Period which conflicts with the definition of Eurodollar Interest Period in Section 1.1 or, in the opinion of the Lender, 1.01 or with the repayment schedule in Section 2.42.05.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that Type of Advance until (i) in the case of a Eurodollar Rate Advance, the end of the initial Eurodollar Interest Period specified in the Borrowing Notice, ; (ii) in the case of a Floating Rate Advance, the date on which the Advance is repaid in full or is changed to another Type of Advance pursuant to Section 3.3(23.03(2), ; or (iii) in the case of any Advance, it is converted to another Type of Accommodation pursuant to Section 3.3(23.03(2).
(2) The Subject to the next sentence, a Borrower may elect to (i) change the methodology for calculating interest in respect of any Advance by changing any Advance made to it to another type Type of Advance available to it hereunder in accordance with Section 3.3(33.03(3) or convert an Advance made to it other than a Term B Advance to another type Type of Accommodation available to it hereunder (other than a Documentary Credit) upon the number of days notice specified in Schedule 4.1(2) 5 (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar Rate Advance, as of the last day of the Eurodollar Interest Period applicable to the Eurodollar Rate Advance Advance; and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount), or (ii) continue any Eurodollar Rate Advance for a further Eurodollar Interest Period beginning on the last day of the then current Eurodollar Interest Period in accordance with Section 3.3(33.03(3). A Borrower may not elect to change or convert a Canadian Dollar Advance to a U.S. Dollar Advance or a U.S. Dollar Advance to a Canadian Dollar Advance.
(3) Each election to change from one type Type of Advance to another type Type of Advance or to continue a Eurodollar Rate Advance for a further Eurodollar Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) 5 given, in each case, not later than 10:30 10:00 a.m. (Toronto time) by the Borrower wanting to effect such change to the LenderAgent. Each such notice (an "ELECTION NOTICE"“Election Notice”) shall be given substantially in the form of Schedule 3.3(3) 2 and shall be irrevocable and binding upon the applicable Borrower. If the applicable Borrower fails to deliver an Election Notice to the Lender Agent for any Eurodollar Rate Advance as provided in this Section 3.33.03(3), the Eurodollar Rate Advance shall be converted (as of the last day of the applicable Eurodollar Interest Period) to and be outstanding as a Base Rate (Canada) AdvanceAdvance in respect of the Operating Facility and the Term A Facility and as an ABR Advance in respect of the Term B Facility. The A Borrower shall not select a Eurodollar Interest Period which conflicts with the definition of Eurodollar Interest Period in Section 1.1 or, in the opinion of the Lender, with the repayment schedule in Section 2.41.01.
Appears in 1 contract
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that such Type of Advance (determined as provided in Section 3.05) until (i) in the case of a Eurodollar Rate Advance, SOFR Advance the end of the initial Eurodollar Interest Period applicable thereto as specified in the applicable Borrowing Notice, (ii) in the case of a Floating Base Rate Advance, the date on which the relevant Type of Advance is repaid in full or is changed to another Type of Advance pursuant to and to the extent permitted by Section 3.3(23.03(2), or (iii) in the case of any Advance, it is converted to another Type of Accommodation Advance pursuant to and to the extent permitted by Section 3.3(23.03(2).
(2) The Borrower may may, in respect of the Term Loan Facility, elect to (i) change any Advance outstanding thereunder to another type Type of Advance Accommodation denominated in the same currency available thereunder in accordance with Section 3.3(33.03(3), (x) in the case of a Base Rate Advance, as of any Business Day or convert an Advance to another type of Accommodation upon the number of days notice specified in Schedule 4.1(2) (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar Advance, SOFR Advance as of the last day of the Eurodollar Interest Period Period, applicable to the Eurodollar Rate Advance and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount), such SOFR Advance; or (ii) continue any Eurodollar Rate SOFR Advance for a further Eurodollar Interest Period Period, beginning on the last day of the then current Eurodollar Interest Period Period, in accordance with Section 3.3(33.03(3).
(3) Each election to change from one type Type of Advance to another type Type of Advance under the Term Loan Facility or to continue a Eurodollar Rate SOFR Advance for a further Eurodollar Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) 3 given, in each case, not later than 10:30 a.m. 12:00 p.m. (Toronto New York time) by the Borrower to the LenderAdministrative Agent. Each such notice (an "ELECTION NOTICE"“Interest Rate Election Notice”) shall be given substantially in the form of Schedule 3.3(3) 2 and shall be irrevocable and binding upon the Borrower. If the Borrower fails to deliver an Interest Rate Election Notice to the Lender Administrative Agent for any Eurodollar Rate SOFR Advance as provided in this Section 3.33.03(3), the Eurodollar Rate such SOFR Advance shall be converted (as of the last day of the applicable Eurodollar Interest Period) to and thereafter shall be outstanding as a Base Rate (Canada) Advance. The Borrower shall not select a Eurodollar an Interest Period which conflicts with the definition of Eurodollar Interest Period in Section 1.1 or, in the opinion of the Lender, 1.01 or with the repayment schedule in Section 2.42.05.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that such Type of Advance (determined as provided in Section 3.05) until (i) in the case of a Eurodollar Rate Advance, LIBOR Advance the end of the initial Eurodollar Interest Period applicable thereto as specified in the applicable Borrowing Notice, (ii) in the case of a Floating Rate an ABR Advance, the date on which the relevant Type of Advance is repaid in full or is changed to another Type of Advance pursuant to and to the extent permitted by Section 3.3(23.03(2), or (iii) in the case of any Advance, it is converted to another Type of Accommodation Advance pursuant to and to the extent permitted by Section 3.3(23.03(2).
(2) The applicable Borrower may may, in respect of the Revolving Credit Facility, elect to (i) change any Advance (other than a Swing Line Advance) outstanding thereunder to another type Type of Advance Accommodation denominated in the same currency available thereunder in accordance with Section 3.3(33.03(3), (x) in the case of an ABR Advance, as of any Business Day, or convert an Advance to another type of Accommodation upon the number of days notice specified in Schedule 4.1(2) (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar LIBOR Advance, as of the last day of the Eurodollar Interest Period applicable to the Eurodollar Rate Advance and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount), such LIBOR Advance; or (ii) continue any Eurodollar Rate LIBOR Advance for a further Eurodollar Interest Period Period, beginning on the last day of the then current Eurodollar Interest Period Period, in accordance with Section 3.3(33.03(3).
(3) Each election to change from one type Type of Advance to another type Type of Advance under the Revolving Credit Facility or to continue a Eurodollar Rate LIBOR Advance for a further Eurodollar Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) 5 given, in each case, not later than 10:30 a.m. 12:00 p.m. (Toronto New York time) by the applicable Borrower to the LenderAdministrative Agent. Each such notice (an "ELECTION NOTICE"“Interest Rate Election Notice”) shall be given substantially in the form of Schedule 3.3(3) 2 and shall be irrevocable and binding upon the applicable Borrower. If the applicable Borrower fails to deliver an Interest Rate Election Notice to the Lender Administrative Agent for any Eurodollar Rate LIBOR Advance as provided in this Section 3.33.03(3), the Eurodollar Rate such LIBOR Advance shall be converted (as of the last day of the applicable Eurodollar Interest Period) to and thereafter shall be outstanding as a Base Rate (Canada) Advancean ABR Advance in respect of the applicable Borrower. The Borrower Borrowers shall not select a Eurodollar an Interest Period which conflicts with the definition of Eurodollar Interest Period in Section 1.1 or, in the opinion of the Lender, 1.01 or with the repayment schedule requirements contained in Section 2.42.05.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that such Type of Advance (determined as provided in Section 3.05) until (i) in the case of a Eurodollar Rate Advance, LIBOR Advance the end of the initial Eurodollar Interest Period applicable thereto as specified in the applicable Borrowing Notice, (ii) in the case of a Floating Rate an ABR Advance, the date on which the relevant Type of Advance is repaid in full or is changed to another Type of Advance pursuant to and to the extent permitted by Section 3.3(23.03(2), or (iii) in the case of any Advance, it is converted to another Type of Accommodation Advance pursuant to and to the extent permitted by Section 3.3(23.03(2).
(2) The applicable Borrower may may, in respect of the Revolving Credit Facility, elect to (i) change any Advance (other than a Swing Line Advance) outstanding thereunder to another type Type of Advance Accommodation available thereunder in accordance with Section 3.3(33.03(3), (x) in the case of an ABR Advance, as of any Business Day, or convert an Advance to another type of Accommodation upon the number of days notice specified in Schedule 4.1(2) (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar LIBOR Advance, as of the last day of the Eurodollar Interest Period applicable to the Eurodollar Rate Advance and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount), such LIBOR Advance; or (ii) continue any Eurodollar Rate LIBOR Advance for a further Eurodollar Interest Period Period, beginning on the last day of the then current Eurodollar Interest Period Period, in accordance with Section 3.3(33.03(3).
(3) Each election to change from one type Type of Advance to another type Type of Advance under the Revolving Credit Facility or to continue a Eurodollar Rate LIBOR Advance for a further Eurodollar Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) 5 given, in each case, not later than 10:30 a.m. 12:00 p.m. (Toronto New York time) by the applicable Borrower to the LenderAdministrative Agent. Each such notice (an "ELECTION NOTICE"“Interest Rate Election Notice”) shall be given substantially in the form of Schedule 3.3(3) 2 and shall be irrevocable and binding upon the applicable Borrower. If the applicable Borrower fails to deliver an Interest Rate Election Notice to the Lender Administrative Agent for any Eurodollar Rate LIBOR Advance as provided in this Section 3.33.03(3), the Eurodollar Rate such LIBOR Advance shall be converted (as of the last day of the applicable Eurodollar Interest Period) to and thereafter shall be outstanding as a Base Rate (Canada) Advancean ABR Advance in respect of the applicable Borrower. The Borrower Borrowers shall not select a Eurodollar an Interest Period which conflicts with the definition of Eurodollar Interest Period in Section 1.1 or, in the opinion of the Lender, 1.01 or with the repayment schedule requirements contained in Section 2.42.05.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Notice of Borrowing Notice and shall bear interest at the rate applicable to that Type of Advance until (i) in the case of a Eurodollar Rate Advance, the end of the initial Eurodollar Interest Period specified in the Borrowing Notice, (ii) in the case of a Floating Rate Advance, the date on which the Advance is repaid in full or is changed to another Type of Advance pursuant to Section 3.3(2), 3.6(2) or (iii) in the case of any Advance, it is converted to another Type of Accommodation pursuant to Section 3.3(23.6(2).
(2) The Borrower may elect to (i) change any Advance to another type Type of Advance in accordance with Section 3.3(33.6(3) or convert an Advance to another type Type of Accommodation upon the number of days notice specified in Schedule 4.1(2) Exhibit K (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar Advance, as of the last day of the Eurodollar Interest Period applicable to the Eurodollar Rate Advance and in a principal amount equal to its equivalent currency amount (as determined by -45- the Lender Agent as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount), or (ii) continue any Eurodollar Rate Advance for a further Eurodollar Interest Period beginning on the last day of the then current Eurodollar Interest Period in accordance with Section 3.3(33.6(3).
(3) Each election to change from one type Type of Advance to another type Type of Advance or to continue a Eurodollar Rate Advance for a further Eurodollar Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) Exhibit K given, in each case, not later than 10:30 a.m. (Toronto time) by the Borrower to the LenderAgent. Each such notice (an "ELECTION NOTICE") shall be given substantially in the form of Schedule 3.3(3) Exhibit K and shall be irrevocable and binding upon the Borrower. If the Borrower fails to deliver an Election Notice to the Lender Agent for any Eurodollar Rate Advance as provided in this Section 3.3, 3.6(3) the Eurodollar Rate Advance shall be converted (as of the last day of the applicable Eurodollar Interest Period) to and be outstanding as a Base Rate (Canada) Advance. The Borrower shall not select a Eurodollar Interest Period which conflicts with the definition of Eurodollar Interest Period in Section 1.1 or, in the opinion of the LenderAgent, with the repayment schedule in Section 2.4.
Appears in 1 contract
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that such Type of Advance (determined as provided in Section 3.05) until (i) in the case of a Eurodollar Rate Advance, LIBOR Advance the end of the initial Eurodollar Interest Period applicable thereto as specified in the applicable Borrowing Notice, (ii) in the case of a Floating Rate Advance, the date on which the relevant Type of Advance is repaid in full or is changed to another Type of Advance pursuant to and to the extent permitted by Section 3.3(23.03(2), or (iii) in the case of any Advance, it is converted to another Type of Accommodation Advance pursuant to and to the extent permitted by Section 3.3(23.03(2).
(2) The applicable Borrower may may, in respect of the relevant Credit Facility, elect to (i) change any Advance (other than a Canadian Swing Line Advance) outstanding thereunder to another type Type of Advance Accommodation denominated in the same currency available thereunder in accordance with Section 3.3(3) or convert an Advance to another type of Accommodation upon the number of days notice specified in Schedule 4.1(2) 3.03(3), (yx) in the case of a Floating Rate Advance, as of any Business Day, and Day or (zy) in the case of a Eurodollar Advance, LIBOR Advance as of the last day of the Eurodollar Interest Period Period, applicable to the Eurodollar Rate Advance and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount), such LIBOR Advance; or (ii) continue any Eurodollar Rate LIBOR Advance for a further Eurodollar Interest Period Period, beginning on the last day of the then current Eurodollar Interest Period Period, in accordance with Section 3.3(33.03(3).
(3) Each election to change from one type Type of Advance to another type Type of Advance under the relevant Credit Facility or to continue a Eurodollar Rate LIBOR Advance for a further Eurodollar Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) 5 given, in each case, not later than 10:30 a.m. 12:00 p.m. (Toronto time) by the applicable Borrower to the LenderAdministrative Agent. Each such notice (an "ELECTION NOTICE"“Interest Rate Election”) shall be given substantially in the form of Schedule 3.3(3) 2 and shall be irrevocable and binding upon the applicable Borrower. If the applicable Borrower fails to deliver an Interest Rate Election Notice to the Lender Administrative Agent for any Eurodollar Rate LIBOR Advance as provided in this Section 3.33.03(3), the Eurodollar Rate such LIBOR Advance shall be converted (as of the last day of the applicable Eurodollar Interest Period) to and thereafter shall be outstanding as an ABR Rate Advance, in the case of the Term Loan Facility or the U.S. Revolving Credit Facility, or a U.S. Base Rate (Canada) Advance, in the case of the Canadian Revolving Credit Facility, in each case in respect of the applicable Borrower. The Borrower Borrowers shall not select a Eurodollar an Interest Period which conflicts with the definition of Eurodollar Interest Period in Section 1.1 or, in the opinion of the Lender, 1.01 or with the repayment schedule in Section 2.42.05.
(4) Upon the occurrence of, and during the continuance of, an Event of Default, the Borrowers shall not have the right to convert Advances into, or to continue, LIBOR Advances, and each LIBOR Advance shall convert to an ABR Rate Advance, in the case of the Term Loan Facility or the U.S. Revolving Credit Facility, or a U.S. Base Rate Advance, in the case of the Canadian Revolving Credit Facility, in each case at the end of the applicable Interest Period.
(5) Notwithstanding anything to the contrary contained in this Section 3.03, the Term Borrower may not select LIBOR Advances until the earlier of (a) 30 days following the Closing Date and (b) the date on which the Administrative Agent shall have notified the Term Borrower that the primary syndication has been completed.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that such Type of Advance until (i) in the case of a Eurodollar Rate Libor Advance or Euro Advance, the end of the initial Eurodollar Interest Period or Euro Interest Period, respectively, applicable thereto as specified in the applicable Borrowing Notice, ; or (ii) in the case of a Floating Base Rate (Canada) Advance, the date on which the relevant Type of Advance is repaid in full or is changed to another Type of Advance pursuant to Section 3.3(2), or (iii) in the case of any Advance, it is converted to another Type of Accommodation pursuant to Section 3.3(2)and to the extent permitted by the terms of this Agreement.
(2) The Borrower may elect to (i) change any Advance outstanding thereunder to another type of Advance in accordance with Section 3.3(3) or convert an Advance to another type Type of Accommodation upon available hereunder, (x) in the number case of days notice specified in Schedule 4.1(2a Base Rate (Canada) Advance, as of any Business Day, or (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar Libor Advance or Euro Advance, as of the last day of the Eurodollar Interest Period or Euro Interest Period, respectively, applicable to the Eurodollar Rate Advance and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount), such Advance; or (ii) continue any Eurodollar Rate Libor Advance or Euro Advance for a further Eurodollar Interest Period or Euro Interest Period, respectively, beginning on the last day of the then current Eurodollar Interest Period or Euro Interest Period, respectively, in accordance with Section 3.3(33.03(3).
(3) Each election to change from one type Type of Advance to another type Type of Advance Accommodation or to continue a Eurodollar Rate Libor Advance or Euro Advance for a further Eurodollar Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) 3 given, in each case, not later than 10:30 a.m. 12:00 p.m. (Toronto time) by the Borrower to the LenderAdministrative Agent. Each such notice (an "ELECTION NOTICE"“Interest Rate Election”) shall be given substantially in the form of Schedule 3.3(3) 2 and shall be irrevocable and binding upon the Borrower. If the Borrower fails to deliver an Interest Rate Election Notice to the Lender Administrative Agent for any Eurodollar Rate Libor Advance or Euro Advance as provided in this Section 3.33.03(3), the Eurodollar Rate such Libor Advance or Euro Advance shall be converted (as of the last day of the applicable Eurodollar Interest Period or Euro Interest Period, respectively) to and thereafter shall be outstanding as a Base Rate (Canada) Advance. .
(4) The Borrower shall not select may elect to (i) change any Advance outstanding thereunder to another Type of Accommodation available hereunder in accordance with Section 3.03(3), (x) in the case of a Eurodollar Base Rate (Canada) Advance, as of any Business Day, or (y) in the case of a Libor Advance or Euro Advance, as of the last day of the Interest Period which conflicts with the definition of Eurodollar or Euro Interest Period, respectively, applicable to such Libor Advance or Euro Advance; or (ii) continue any Libor Advance or Euro Advance for a further Interest Period in Section 1.1 oror Euro Interest Period, respectively, beginning on the last day of the then current Interest Period or Euro Interest Period, respectively, in the opinion of the Lender, accordance with the repayment schedule in Section 2.43.03(3).
Appears in 1 contract
Samples: Senior Secured Credit and Guarantee Agreement (Open Text Corp)
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that such Type of Advance (determined as provided in Section 3.05) until (i) in the case of a Eurodollar Rate Advance, LIBOR Advance the end of the initial Eurodollar Interest Period applicable thereto as specified in the applicable Borrowing Notice, (ii) in the case of a Floating Rate an ABR Advance, the date on which the relevant Type of Advance is repaid in full or is changed to another Type of Advance pursuant to and to the extent permitted by Section 3.3(23.03(2), or (iii) in the case of any Advance, it is converted to another Type of Accommodation Advance pursuant to and to the extent permitted by Section 3.3(23.03(2).
(2) The applicable Borrower may may, in respect of the relevant Credit Facility, elect to (i) change i)change any Advance (other than a Swing Line Advance) outstanding thereunder to another type Type of Advance Accommodation denominated in the same currency available thereunder in accordance with Section 3.3(33.03(3), (x) in the case of an ABR Advance, as of any Business Day or convert an Advance to another type of Accommodation upon the number of days notice specified in Schedule 4.1(2) (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar Advance, LIBOR Advance as of the last day of the Eurodollar Interest Period Period, applicable to the Eurodollar Rate Advance and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount), such LIBOR Advance; or (ii) continue any Eurodollar Rate LIBOR Advance for a further Eurodollar Interest Period Period, beginning on the last day of the then current Eurodollar Interest Period Period, in accordance with Section 3.3(33.03(3).
(3) Each election to change from one type Type of Advance to another type Type of Advance under the relevant Credit Facility or to continue a Eurodollar Rate LIBOR Advance for a further Eurodollar Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) 5 given, in each case, not later than 10:30 a.m. 12:00 p.m. (Toronto New York time) by the applicable Borrower to the LenderAdministrative Agent. Each such notice (an "ELECTION NOTICE"“Interest Rate Election Notice”) shall be given substantially in the form of Schedule 3.3(3) 2 and shall be irrevocable and binding upon the applicable Borrower. If the applicable Borrower fails to deliver an Interest Rate Election Notice to the Lender Administrative Agent for any Eurodollar Rate LIBOR Advance as provided in this Section 3.33.03(3), the Eurodollar Rate such LIBOR Advance shall be converted (as of the last day of the applicable Eurodollar Interest Period) to and thereafter shall be outstanding as a Base Rate (Canada) an ABR Advance, in the case of the Term Loan Facility or the Revolving Credit Facility, in respect of the applicable Borrower. The Borrower Borrowers shall not select a Eurodollar an Interest Period which conflicts with the definition of Eurodollar Interest Period in Section 1.1 or, in the opinion of the Lender, 1.01 or with the repayment schedule in Section 2.42.05.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that such Type of Advance (determined as provided in Section 3.04(1)) until (i) in the case of a Eurodollar Rate Advance, SOFR Advance the end of the initial Eurodollar Interest Period applicable thereto as specified in the applicable Borrowing Notice, (ii) in the case of a Floating Base Rate Advance, the date on which the relevant Type of Advance is repaid in full or is changed to another Type of Advance pursuant to and to the extent permitted by Section 3.3(23.03(2), or (iii) in the case of any Advance, it is converted to another Type of Accommodation Advance pursuant to and to the extent permitted by Section 3.3(23.03(2).
(2) The Borrower may elect to (i) change any Advance outstanding to another type Type of Advance Accommodation denominated in the same currency available thereunder in accordance with Section 3.3(33.03(3), (x) in the case of a Base Rate Advance, as of any Business Day or convert an Advance to another type of Accommodation upon the number of days notice specified in Schedule 4.1(2) (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar Advance, SOFR Advance as of the last day of the Eurodollar Interest Period Period, applicable to the Eurodollar Rate Advance and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount), such SOFR Advance; or (ii) continue any Eurodollar Rate SOFR Advance for a further Eurodollar Interest Period Period, beginning on the last day of the then current Eurodollar Interest Period Period, in accordance with Section 3.3(33.03(3).
(3) Each election to change from one type Type of Advance to another type Type of Advance under the Bridge Loan Facility or to continue a Eurodollar Rate SOFR Advance for a further Eurodollar Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) 3 given, in each case, not later than 10:30 a.m. 12:00 p.m. (Toronto New York time) by the Borrower to the LenderAdministrative Agent. Each such notice (an "ELECTION NOTICE"“Interest Rate Election Notice”) shall be given substantially in the form of Schedule 3.3(3) 2 and shall be irrevocable and binding upon the Borrower. If the Borrower fails to deliver an Interest Rate Election Notice to the Lender Administrative Agent for any Eurodollar Rate SOFR Advance as provided in this Section 3.33.03(3), the Eurodollar Rate such SOFR Advance shall be converted (as of the last day of the applicable Eurodollar Interest Period) to and thereafter shall be outstanding as a Base Rate (Canada) Advance. The Borrower shall not select a Eurodollar an Interest Period which conflicts with the definition of Eurodollar Interest Period in Section 1.1 or, in the opinion of the Lender, 1.01 or with the repayment schedule in Section 2.42.05.
Appears in 1 contract
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that Type of Advance (determined as provided in Section 3.05) until (i) in the case of a Eurodollar Libor Rate Advance, the end of the initial Eurodollar Libor Interest Period specified in the applicable Borrowing Notice, (ii) in the case of a Floating Rate Advance, the date on which the Advance is repaid in full or is changed to another Type of Advance pursuant to Section 3.3(23.03(2), or (iii) in the case of any Advance, it is converted to another Type of Accommodation pursuant to Section 3.3(23.03(2).
(2) The A Borrower may elect to (i) change any Advance to another type Type of Advance in accordance with Section 3.3(33.03(3) or convert an Advance of any currency to another type Type of Accommodation of such same currency (other than a Documentary Credit) upon the number of days notice specified in Schedule 4.1(2) 5 (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar Libor Advance, as of the last day of the Eurodollar Libor Interest Period applicable to the Eurodollar Libor Rate Advance and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount)Advance, or (ii) continue any Eurodollar Libor Rate Advance for a further Eurodollar Libor Interest Period beginning on the last day of the then current Eurodollar Libor Interest Period in accordance with Section 3.3(33.03(3).
(3) Each election to change from one type Type of Advance to another type Type of Advance or Type of Accommodation or to continue a Eurodollar Libor Rate Advance for a further Eurodollar Libor Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) 5 given, in each case, not later than 10:30 a.m. 12:00 noon (Toronto time) in the case of the Term Facilities, the Acquisition Facilities and the Operating Facilities by the relevant Borrower to the LenderAdministrative Agent. Each such notice (an "ELECTION NOTICE") shall be given substantially in the form of Schedule 3.3(3) 2 and shall be irrevocable and binding upon the Borrower. If the a Borrower fails to deliver an Election Notice to the Lender Administrative Agent for any Eurodollar Libor Rate Advance as provided in this Section 3.33.03(3), the Eurodollar Libor Rate Advance shall be converted (as of the last day of the applicable Eurodollar Libor Interest Period) to and be outstanding as (i) a U.S. Base Rate Advance in the case of a Libor Rate Advance by a Domestic Lender, or (Canadaii) AdvanceU.S. Prime Rate Advance in the case of a Libor Rate Advance by a Foreign Lender. The A Borrower shall not select a Eurodollar Libor Interest Period which conflicts with the definition of Eurodollar Libor Interest Period in Section 1.1 1.01 or, in the opinion of the LenderAdministrative Agent, with the repayment schedule in Section 2.42.04.
Appears in 1 contract
Samples: Credit Agreement (Bracknell Corp)
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that Type of Advance until (i) in the case of a Eurodollar Rate Advance, the end of the initial Eurodollar Interest Period specified in the Borrowing Notice, ; (ii) in the case of a Floating Rate Advance, the date on which the Advance is repaid in full or is changed to another Type of Advance pursuant to Section 3.3(2), 3.02; or (iii) in the case of any Advance, it is converted to another Type of Accommodation pursuant to Section 3.3(23.03(2).
(2) The Subject to the next sentence, the Borrower may elect to (i) change the methodology for calculating interest in respect of any Advance by changing any Advance made to it to another type Type of Advance available to it hereunder in accordance with Section 3.3(33.03(3) or convert an Advance made to it to another type Type of Accommodation available to it hereunder (other than a CA-42 Documentary Credit) upon the number of days notice specified in Schedule 4.1(2) 5 (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar Advance, as of the last day of the Eurodollar Interest Period applicable to the Eurodollar Rate Advance Advance; and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount), or (ii) continue any Eurodollar Rate Advance for a further Eurodollar Interest Period beginning on the last day of the then current Eurodollar Interest Period in accordance with Section 3.3(33.03(3). The Borrower may not elect to change or convert a Canadian Dollar Advance to a U.S. Dollar Advance or a U.S. Dollar Advance to a Canadian Dollar Advance.
(3) Each election to change from one type Type of Advance to another type Type of Advance or to continue a Eurodollar Rate Advance for a further Eurodollar Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) 5 given, in each case, not later than 10:30 10:00 a.m. (Toronto time) by the Borrower to the LenderAdministrative Agent. Each such notice (an "ELECTION NOTICEElection Notice") shall be given substantially in the form of Schedule 3.3(3) 2 and shall be irrevocable and binding upon the Borrower. If the Borrower fails to deliver an Election Notice to the Lender Administrative Agent for any Eurodollar Rate Advance as provided in this Section 3.33.03(3), the Eurodollar Rate Advance shall be converted (as of the last day of the applicable Eurodollar Interest Period) to and be outstanding as a Base Rate (Canada) Advance. The Borrower shall not select a Eurodollar Interest Period which conflicts with the definition of Eurodollar Interest Period in Section 1.1 or, in the opinion of the Lender, 1.01 or with the repayment schedule in Section 2.42.04.
Appears in 1 contract
Samples: Credit Agreement (Marsulex Inc)
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that such Type of Advance (determined as provided in Section 3.05) until (i) in the case of a Eurodollar Rate Advance, LIBOR Advance the end of the initial Eurodollar Interest Period applicable thereto as specified in the applicable Borrowing Notice, (ii) in the case of a Floating Rate an ABR Advance, the date on which the relevant Type of Advance is repaid in full or is changed to another Type of Advance pursuant to and to the extent permitted by Section 3.3(23.03(2), or (iii) in the case of any Advance, it is converted to another Type of Accommodation Advance pursuant to and to the extent permitted by Section 3.3(23.03(2).
(2) The applicable Borrower may may, in respect of the Revolving Credit Facility, elect to (i) change any Advance (other than a Swing Line Advance) outstanding thereunder to another type Type of Advance Accommodation denominated in the same currency available thereunder in accordance with Section 3.3(33.03(3), (x) in the case of an ABR Advance, as of any Business Day or convert an Advance to another type of Accommodation upon the number of days notice specified in Schedule 4.1(2) (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar Advance, LIBOR Advance as of the last day of the Eurodollar Interest Period Period, applicable to the Eurodollar Rate Advance and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount), such LIBOR Advance; or (ii) continue any Eurodollar Rate LIBOR Advance for a further Eurodollar Interest Period Period, beginning on the last day of the then current Eurodollar Interest Period Period, in accordance with Section 3.3(33.03(3).
(3) Each election to change from one type Type of Advance to another type Type of Advance under the Revolving Credit Facility or to continue a Eurodollar Rate LIBOR Advance for a further Eurodollar Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) 5 given, in each case, not later than 10:30 a.m. 12:00 p.m. (Toronto New York time) by the applicable Borrower to the LenderAdministrative Agent. Each such notice (an "ELECTION NOTICE"“Interest Rate Election Notice”) shall be given substantially in the form of Schedule 3.3(3) 2 and shall be irrevocable and binding upon the applicable Borrower. If the applicable Borrower fails to deliver an Interest Rate Election Notice to the Lender Administrative Agent for any Eurodollar Rate LIBOR Advance as provided in this Section 3.33.03(3), the Eurodollar Rate such LIBOR Advance shall be converted (as of the last day of the applicable Eurodollar Interest Period) to and thereafter shall be outstanding as a Base Rate (Canada) Advancean ABR Advance in respect of the applicable Borrower. The Borrower Borrowers shall not select a Eurodollar an Interest Period which conflicts with the definition of Eurodollar Interest Period in Section 1.1 or, in the opinion of the Lender, 1.01 or with the repayment schedule requirements contained in Section 2.42.05.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that Type of Advance (determined as provided in Section 3.05) until (i) in the case of a Eurodollar Libor Rate Advance, the end of the initial Eurodollar Libor Interest Period specified in the applicable Borrowing Notice, (ii) in the case of a Floating Rate Advance, the date on which the Advance is repaid in full or is changed to another Type of Advance pursuant to Section 3.3(23.03(2), or (iii) in the case of any Advance, it is converted to another Type of Accommodation pursuant to Section 3.3(23.03(2).
(2) The A Borrower may elect to (i) change any Advance to another type Type of Advance in accordance with Section 3.3(33.03(3) or convert an Advance of any currency to another type Type of Accommodation of such same currency (other than a Documentary Credit) upon the number of days notice specified in Schedule 4.1(2) 5 (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar Libor Advance, as of the last day of the Eurodollar Libor Interest Period applicable to the Eurodollar Libor Rate Advance and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount)Advance, or (ii) continue any Eurodollar Libor Rate Advance for a further Eurodollar Libor Interest Period beginning on the last day of the then current Eurodollar Libor Interest Period in accordance with Section 3.3(33.03(3).
(3) Each election to change from one type Type of Advance to another type Type of Advance or Type of Accommodation or to continue a Eurodollar Libor Rate Advance for a further Eurodollar Libor Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) 5 given, in each case, not later than 10:30 a.m. 12:00 noon (Toronto time) in the case of the Term Facilities, the Acquisition Facilities and the Operating Facilities by the relevant Borrower to the LenderAdministrative Agent. Each such notice (an "ELECTION NOTICEElection Notice") shall be given substantially in the form of Schedule 3.3(3) 2 and shall be irrevocable and binding upon the Borrower. If the a Borrower fails to deliver an Election Notice to the Lender Administrative Agent for any Eurodollar Libor Rate Advance as provided in this Section 3.33.03(3), the Eurodollar Libor Rate Advance shall be converted (as of the last day of the applicable Eurodollar Libor Interest Period) to and be outstanding as (i) a U.S. Base Rate Advance in the case of a Libor Rate Advance by a Domestic Lender, or (Canadaii) AdvanceU.S. Prime Rate Advance in the case of a Libor Rate Advance by a Foreign Lender. The A Borrower shall not select a Eurodollar Libor Interest Period which conflicts with the definition of Eurodollar Libor Interest Period in Section 1.1 1.01 or, in the opinion of the LenderAdministrative Agent, with the repayment schedule in Section 2.42.04.
Appears in 1 contract
Samples: Credit Agreement (Bracknell Corp)
Conversions and Elections Regarding Advances. (1) Each Advance shall initially be the Type of Advance specified in the applicable Borrowing Notice and shall bear interest at the rate applicable to that such Type of Advance (determined as provided in Section 3.05) until (i) in the case of a Eurodollar Rate Advance, LIBOR Advance the end of the initial Eurodollar Interest Period applicable thereto as specified in the applicable Borrowing Notice, (ii) in the case of a Floating Rate an ABR Advance, the date on which the relevant Type of Advance is repaid in full or is changed to another Type of Advance pursuant to and to the extent permitted by Section 3.3(23.03(2), or (iii) in the case of any Advance, it is converted to another Type of Accommodation Advance pursuant to and to the extent permitted by Section 3.3(23.03(2).
(2) The Borrower may may, in respect of the Term Loan Facility, elect to (i) change any Advance outstanding thereunder to another type Type of Advance Accommodation denominated in the same currency available thereunder in accordance with Section 3.3(33.03(3), (x) in the case of an ABR Advance, as of any Business Day or convert an Advance to another type of Accommodation upon the number of days notice specified in Schedule 4.1(2) (y) in the case of a Floating Rate Advance, as of any Business Day, and (z) in the case of a Eurodollar Advance, LIBOR Advance as of the last day of the Eurodollar Interest Period Period, applicable to the Eurodollar Rate Advance and in a principal amount equal to its equivalent currency amount (as determined by the Lender as of the date of the Accommodation Notice in accordance with the relevant definitions of Equivalent Cdn. $ Amount and Equivalent U.S. $ Amount), such LIBOR Advance; or (ii) continue any Eurodollar Rate LIBOR Advance for a further Eurodollar Interest Period Period, beginning on the last day of the then current Eurodollar Interest Period Period, in accordance with Section 3.3(33.03(3).
(3) Each election to change from one type Type of Advance to another type Type of Advance under the Term Loan Facility or to continue a Eurodollar Rate LIBOR Advance for a further Eurodollar Interest Period shall be made on the number of days prior notice specified in Schedule 4.1(2) 3 given, in each case, not later than 10:30 a.m. 12:00 p.m. (Toronto New York time) by the Borrower to the LenderAdministrative Agent. Each such notice (an "ELECTION NOTICE"“Interest Rate Election Notice”) shall be given substantially in the form of Schedule 3.3(3) 2 and shall be irrevocable and binding upon the Borrower. If the Borrower fails to deliver an Interest Rate Election Notice to the Lender Administrative Agent for any Eurodollar Rate LIBOR Advance as provided in this Section 3.33.03(3), the Eurodollar Rate such LIBOR Advance shall be converted (as of the last day of the applicable Eurodollar Interest Period) to and thereafter shall be outstanding as a Base Rate (Canada) an ABR Advance. The Borrower shall not select a Eurodollar an Interest Period which conflicts with the definition of Eurodollar Interest Period in Section 1.1 or, in the opinion of the Lender, 1.01 or with the repayment schedule in Section 2.42.04.
(4) Upon the occurrence of, and during the continuance of, an Event of Default, the Borrower shall not have the right to convert Advances into, or to continue, LIBOR Advances, and each LIBOR Advance shall convert to an ABR Advance, in the case of the Term Loan Facility at the end of the applicable Interest Period.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)