Making the Committed Advances. (a) Each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy), given not later than 10:00 A.M. (Chicago time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in Dollars, and (iii) the fourth Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in an Alternative Currency. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy confirmed immediately in writing, in substantially the form of Exhibit D-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, (v) in the case of a Committed Borrowing consisting of Eurocurrency Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent, in federal or otherwise immediately available funds, such Bank's Pro Rata Share of such Committed Borrowing. After the Administrative Agent receives such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address. (b) Anything in subsection (a) above to the contrary notwithstanding: (i) If with respect to a request for a Committed Borrowing of an Alternative Currency other than Sterling, Euros or Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on the second Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or (ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or (iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), either
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Donnelley R R & Sons Co), 364 Day Credit Agreement (Donnelley R R & Sons Co)
Making the Committed Advances. (a) Each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy), given not later than 10:00 A.M. (Chicago time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in Dollars, and (iii) the fourth Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in an Alternative Currency. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy confirmed immediately in writing, in substantially the form of Exhibit D-1 E-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, (v) in the case of a Committed Borrowing consisting of Eurocurrency Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such SubsidiaryBanks, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent, in federal or otherwise immediately available funds, such Bank's Pro Rata Share of such Committed Borrowing. After the Administrative Agent receives such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:
(i) If with respect to a request for a Committed Borrowing of an Alternative Currency other than Sterling, Euros German Marks, Swiss Francs or Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on the second Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, German Marks, Swiss Francs, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), either
Appears in 1 contract
Making the Committed Advances. (a) Each Except as otherwise provided in Section 2.03, each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 A.M. 11:00 a.m. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Eurodollar Rate Advances to be denominated in DollarsAdvances, and or not later than 10:30 a.m. (iiiNew York City time) the fourth Business Day prior to on the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Base Rate Advances Advances, by any Borrower to be denominated in an Alternative Currencythe Administrative Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Committed Borrowing (a "“Notice of Committed Borrowing"”) shall be by telecopy telephone, confirmed immediately in writing, or facsimile, in substantially the form of Exhibit D-1 B-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, Borrowing and (viv) in the case of a Committed Borrowing consisting of Eurocurrency Eurodollar Rate Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b)Advances. Each Bank Lender shall, before 12:00 P.M. noon (Chicago New York City time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent’s Account, in federal or otherwise immediately available same day funds, such Bank's Pro Rata Share Lender’s ratable portion of such Committed BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent receives Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:
(i) If with respect to a request for a requesting such Committed Borrowing of an Alternative Currency other than Sterling, Euros or Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on the second Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company and by crediting the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eitherBorrowers’ Account.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Making the Committed Advances. (a) Each Committed Except as otherwise provided in Section 2.04(c), each Borrowing (other than a Competitive Bid Borrowing) shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 (w) 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a proposed Committed Revolving Credit Borrowing comprised consisting of Eurocurrency Rate Advances to be denominated in Dollars, and (iiix) 4:00 P.M. (London time) on the fourth third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a proposed Committed Revolving Credit Borrowing comprised consisting of Eurocurrency Rate Advances to be denominated in an Alternative any Committed Currency, (y) 11:00 A.M. (New York City time) on the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate Advances or (z) 10:00 A.M. (Toronto time) on the date of the proposed Borrowing in the case of a Canadian Prime Rate Borrowing, by the applicable Borrower to the Agent (and, in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances or in the case of a Canadian Prime Rate Borrowing, simultaneously to the applicable Sub-Agent), which shall give to each Appropriate Lender prompt notice thereof by telecopier. Each such notice of a Committed Revolving Credit Borrowing or a Canadian Prime Rate Borrowing (a "“Notice of Committed Borrowing"”) shall be by telecopy telephone, confirmed immediately in writing, or telecopier or as otherwise may be agreed by the Agent in substantially the form of Exhibit D-1 B-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, (v) in the case of a Committed Revolving Credit Borrowing, Type of Advances comprising such Revolving Credit Borrowing, (iii) aggregate amount and Facility of such Borrowing, and (iv) in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, the initial Interest Period and currency for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b)Revolving Credit Advance. Each Bank Appropriate Lender shall, before 12:00 1:00 P.M. (Chicago New York City time) on the date of such Borrowing, in the case of a Revolving Credit Borrowing consisting of Advances denominated in Dollars, before 11:00 A.M. (London time) on the date of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, and before 12:00 noon (Toronto time) on the date of such Canadian Prime Rate Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative applicable Agent’s Account, in federal or otherwise immediately available same day funds, such Bank's Pro Rata Share Lender’s ratable portion (determined in accordance with Section 2.01) of such Committed Borrowing. After the Administrative Agent receives Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower requesting the applicable Borrower Revolving Credit Borrowing or Canadian Prime Rate Borrowing at the Administrative Agent's aforesaid address’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be.
(b) Anything in subsection (a) above to the contrary notwithstanding:, the Eurocurrency Rate Advances may not be outstanding as part of more than ten separate Revolving Credit Borrowings.
(c) Each Notice of Committed Borrowing of any Borrower shall be irrevocable and binding on such Borrower. In the case of any Revolving Credit Borrowing that the related Notice of Committed Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the Borrower requesting such Revolving Credit Borrowing shall indemnify each Revolving Credit Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Committed Borrowing for such Revolving Credit Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Credit Advance to be made by such Lender as part of such Revolving Credit Borrowing when such Revolving Credit Advance, as a result of such failure, is not made on such date.
(d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing under a Facility under which such Lender has a Commitment that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower proposing such Borrowing on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent and the Agent shall have made such portion available to such Borrower on such date, such Lender and such Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, (i) in the case of such Borrower, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at the higher of (A) the interest rate applicable at the time under Section 2.08 to Advances comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, for each day from the date notice of such funding is made to such Lender until the date such amount is repaid to the Agent, (A) the Federal Funds Rate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If with respect such Lender shall repay to the Agent such corresponding amount, such Borrower shall be relieved of its obligation to repay such amount to the Agent and such amount so repaid (excluding interest) shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. Any payment by the Borrower pursuant to this clause (d) shall be without prejudice to any claim the Borrower may have against a request for Lender that shall have failed to make such payment to the Agent.
(e) The failure of any Appropriate Lender to make the Advance to be made by it as part of any Borrowing under a Committed Borrowing Facility under which such Lender has a Commitment shall not relieve any other Lender of an Alternative Currency other than Sterlingits obligation, Euros or Yenif any, any Bank shall, prior hereunder to 10:00 A.M. (Chicago time) make its Advance on the second Business Day before the requested date of such Committed Borrowing, notify but no Lender shall be responsible for the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required failure of any other Lender to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in made by such other Lender on the Alternative Currency; then, upon receipt date of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eitherany Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Coca Cola Co)
Making the Committed Advances. (a) Each Except as otherwise provided in Section 2.03, each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Eurodollar Rate Advances to be denominated in DollarsAdvances, and or not later than 10:30 A.M. (iiiNew York City time) the fourth Business Day prior to on the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Base Rate Advances Advances, by any Borrower to be denominated in an Alternative Currencythe Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy telephone, confirmed immediately in writing, or telecopier, in substantially the form of Exhibit D-1 B-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, Borrowing and (viv) in the case of a Committed Borrowing consisting of Eurocurrency Eurodollar Rate Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b)Advances. Each Bank Lender shall, before 12:00 P.M. noon (Chicago New York City time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent's Account, in federal or otherwise immediately available same day funds, such BankLender's Pro Rata Share ratable portion of such Committed BorrowingBorrowing in accordance with the respective WC Commitments of such Lender and the other Lenders. After the Administrative Agent receives Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower requesting such Committed Borrowing by crediting the applicable Borrower at the Administrative AgentBorrower's aforesaid addressAccount.
(b) Anything in subsection (a) above to the contrary notwithstanding:
, (i) If with respect no Borrower may select Eurodollar Rate Advances if the obligation of the Lenders to a request for a make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10 and (ii) the Committed Advances may not be outstanding as part of more than ten (10) separate Committed Borrowings.
(c) Each Notice of Committed Borrowing shall be irrevocable and binding on the Borrower that requested such Committed Borrowing. In the case of an Alternative Currency other than Sterlingany Committed Borrowing that the related Notice of Committed Borrowing specifies is to be comprised of Eurodollar Rate Advances, Euros the Borrower that requested such Committed Borrowing shall indemnify each Lender against any loss, cost or Yenexpense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Committed Borrowing for such Committed Borrowing the applicable conditions set forth in Article III, including, without limitation, any Bank shallloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Committed Advance to be made by such Lender as part of such Committed Borrowing when such Committed Advance, as a result of such failure, is not made on such date.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (Chicago time) the date of any Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the second Business Day before date of such Committed Borrowing in accordance with subsection (a) of this Section 2.02 and the requested Administrative Agent may, in reliance upon such assumption, make available to the Borrower requesting such Committed Borrowing on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and such Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Committed Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Committed Advance as part of such Borrowing for all purposes.
(e) The failure of any Lender to make the Committed Advance to be made by it as part of any Committed Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Committed Advance on the date of such Committed Borrowing, notify but no Lender shall be responsible for the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required failure of any other Lender to make its the Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in made by such other Lender on the Alternative Currency; then, upon receipt date of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eitherany Committed Borrowing.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Ace LTD)
Making the Committed Advances. (a) Each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 (x) 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised consisting of Base Rate Advances, Advances and (iiy) 11:00 A.M. (New York City time) on the third Business Day prior to the date of a proposed Committed Borrowing comprised consisting of Eurocurrency Eurodollar Rate Advances to be denominated in DollarsAdvances, and (iii) by the fourth Business Day prior Borrower to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances Administrative Agent, which shall give to be denominated in an Alternative Currencyeach Lender prompt notice thereof by telecopier, telex or cable. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy telecopier, confirmed immediately in writing, in substantially the form of Exhibit D-1 A hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, and (viv) in the case of a Committed Borrowing comprised of Eurodollar Rate Advances, the initial Interest Period for each such Committed Advance. The Borrower may, subject to the conditions herein provided, borrow more than one Committed Borrowing on any Business Day. Each Lender shall, before 2:00 P.M. (New York City time) in the case of a Committed Borrowing consisting of Eurocurrency Base Rate Advances and before 11:00 A.M. (New York City time) in the case of a Committed Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for in each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) case on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agentits address referred to in Section 8.02, in federal or otherwise immediately available same day funds, such BankLender's Pro Rata Share ratable portion of such Committed Borrowing. After the Administrative Agent receives Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:
(i) If with respect to a request for a Committed Borrowing of an Alternative Currency other than Sterling, Euros or Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on the second Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), either,
Appears in 1 contract
Samples: Credit Agreement (Dial Corp /New/)
Making the Committed Advances. (a) Each Committed Borrowing shall be made on notice by the Company notice, given:
(or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiaryi) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy), given not later than 10:00 A.M. 1:00 P.M. (Chicago New York City time) on (i) the date day of a proposed Committed Borrowing comprised of Base Rate AdvancesAdvance, in each case in Dollars,
(ii) not later than 1:00 P.M. (New York City time) on the third Business Day prior to the requested date of a proposed Committed Borrowing comprised consisting of Eurocurrency Rate Advances to be denominated in Dollarsany Major Currency, and and
(iii) not later than 1:00 P.M. (New York City time) on the fourth tenth Business Day prior to the requested date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in an Alternative Currency, by the Borrower requesting the proposed Advance to the Agent, which shall give to each Lender prompt notice thereof by telecopier, telex or cable. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit D-1 EXHIBIT C hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, (iii) currency of such Committed Borrowing, (iv) whether such Borrowing will be a Base Rate Advance or a Eurocurrency Advance and (v) in the case of a Committed Borrowing consisting comprised of Eurocurrency Advances, the initial Eurocurrency Interest Period for each Committed Advance comprising to be made as part of such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent, in federal or otherwise immediately available funds, such Bank's Pro Rata Share of such Committed Borrowing. After the Administrative Agent receives such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:
(i) If with respect to a request for a Committed Borrowing of an Alternative Currency other than Sterling, Euros or Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on the second Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent specifying therein that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
Total Utilization of Commitments (ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eitherafter
Appears in 1 contract
Samples: Credit Agreement (Bwip Inc)
Making the Committed Advances. (a) Each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 (x) 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised consisting of Base Rate Advances, Advances and (iiy) 11:00 A.M. (New York City time) on the third Business Day prior to the date of a proposed Committed Borrowing comprised consisting of Eurocurrency Eurodollar Rate Advances to be denominated in DollarsAdvances, and (iii) by the fourth Business Day prior Borrower to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances Administrative Agent, which shall give to be denominated in an Alternative Currencyeach Lender prompt notice thereof by telecopier, telex or cable. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy telecopier, confirmed immediately in writing, in substantially the form of Exhibit D-1 A hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, and (viv) in the case of a Committed Borrowing comprised of Eurodollar Rate Advances, the initial Interest Period for each such Committed Advance. The Borrower may, subject to the conditions herein provided, borrow more than one Committed Borrowing on any Business Day. Each Lender shall, before 2:00 P.M. (New York City time) in the case of a Committed Borrowing consisting of Eurocurrency Base Rate Advances and before 11:00 A.M. (New York City time) in the case of a Committed Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for in each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) case on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agentits address referred to in Section 8.02, in federal or otherwise immediately available same day funds, such BankLender's Pro Rata Share ratable portion of such Committed Borrowing. After the Administrative Agent receives Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:,
(i) If the Borrower may not select Eurodollar Rate Advances for any Committed Borrowing or with respect to a request for a the Conversion or continuance of any Committed Borrowing of an Alternative Currency other than Sterling, Euros or Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on if the second Business Day before the requested date aggregate amount of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency Borrowing or such Conversion or continuance is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; orless than $5,000,000;
(ii) If any Bank shall, prior there shall be no more than five Interest Periods relating to making any requested Committed Borrowing Borrowings consisting of Eurocurrency Eurodollar Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or outstanding at any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eithertime;
Appears in 1 contract
Samples: Credit Agreement (Dial Corp /New/)
Making the Committed Advances. (a) Each Except as otherwise provided in Section 2.03, each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Eurodollar Rate Advances to be denominated in DollarsAdvances, and or not later than 10:30 A.M. (iiiNew York City time) the fourth Business Day prior to on the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Base Rate Advances Advances, by any Borrower to be denominated in an Alternative Currencythe Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy telephone, confirmed immediately in writing, or telecopier, in substantially the form of Exhibit D-1 B-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, Borrowing and (viv) in the case of a Committed Borrowing consisting of Eurocurrency Eurodollar Rate Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b)Advances. Each Bank Lender shall, before 12:00 P.M. noon (Chicago New York City time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent's Account, in federal or otherwise immediately available same day funds, such BankLender's Pro Rata Share ratable portion of such Committed BorrowingBorrowing in accordance with the respective WC Commitments of such Lender and the other Lenders. After the Administrative Agent receives Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower requesting such Committed Borrowing by crediting the applicable Borrower at the Administrative AgentBorrower's aforesaid addressAccount.
(b) Anything in subsection (a) above to the contrary notwithstanding:
, (i) If with respect no Borrower may select Eurodollar Rate Advances if the obligation of the Lenders to a request for a make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.10 or 2.11 and (ii) the Committed Advances may not be outstanding as part of more than ten (10) separate Committed Borrowings.
(c) Each Notice of Committed Borrowing shall be irrevocable and binding on the Borrower that requested such Committed Borrowing. In the case of an Alternative Currency other than Sterlingany Committed Borrowing that the related Notice of Committed Borrowing specifies is to be comprised of Eurodollar Rate Advances, Euros the Borrower that requested such Committed Borrowing shall indemnify each Lender against any loss, cost or Yenexpense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Committed Borrowing for such Committed Borrowing the applicable conditions set forth in Article III, including, without limitation, any Bank shallloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Committed Advance to be made by such Lender as part of such Committed Borrowing when such Committed Advance, as a result of such failure, is not made on such date.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (Chicago time) the date of any Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the second Business Day before date of such Committed Borrowing in accordance with subsection (a) of this Section 2.02 and the requested Administrative Agent may, in reliance upon such assumption, make available to the Borrower requesting such Committed Borrowing on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and such Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at such time under Section 2.08 to Advances comprising such Committed Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Committed Advance as part of such Borrowing for all purposes.
(e) The failure of any Lender to make the Committed Advance to be made by it as part of any Committed Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Committed Advance on the date of such Committed Borrowing, notify but no Lender shall be responsible for the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required failure of any other Lender to make its the Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in made by such other Lender on the Alternative Currency; then, upon receipt date of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eitherany Committed Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Making the Committed Advances. (a) Each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the -13- Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy), given not later than 10:00 A.M. (Chicago time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in Dollars, and (iii) the fourth Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in an Alternative Currency. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy confirmed immediately in writing, in substantially the form of Exhibit D-1 E-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, (v) in the case of a Committed Borrowing consisting of Eurocurrency Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such SubsidiaryBanks, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent, in federal or otherwise immediately available funds, such Bank's Pro Rata Share of such Committed Borrowing. After the Administrative Agent receives such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:
(i) If with respect to a request for a Committed Borrowing of an Alternative Currency other than Sterling, Euros German Marks, Swiss Francs or Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on the second Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, German Marks, Swiss Francs, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), either
Appears in 1 contract
Making the Committed Advances. (a) Each Except as otherwise provided in Section 2.03, each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Eurodollar Rate Advances to be denominated in DollarsAdvances, and (iii) or the fourth first Business Day prior to the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Base Rate Advances Advances, by any Borrower to be denominated in an Alternative Currencythe Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy telephone, confirmed immediately in writingwriting or telecopier, in substantially the form of Exhibit D-1 B-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, Borrowing and (viv) in the case of a Committed Borrowing consisting of Eurocurrency Eurodollar Rate Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b)Advances. Each Bank Lender shall, before 12:00 P.M. 11:00 A.M. (Chicago New York City time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent's Account, in federal or otherwise immediately available same day funds, such BankLender's Pro Rata Share ratable portion of such Committed BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent receives Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower requesting such Committed Borrowing by crediting the applicable Borrower at the Administrative AgentBorrower's aforesaid addressAccount.
(b) Anything in subsection (a) above to the contrary notwithstanding:
, (i) If with respect no Borrower may select Eurodollar Rate Advances if the obligation of the Lenders to a request for a make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10 and (ii) the Committed Advances may not be outstanding as part of more than ten (10) separate Committed Borrowings.
(c) Each Notice of Committed Borrowing shall be irrevocable and binding on the Borrower that requested such Committed Borrowing. In the case of an Alternative Currency other than Sterlingany Committed Borrowing that the related Notice of Committed Borrowing specifies is to be comprised of Eurodollar Rate Advances, Euros the Borrower that requested such Committed Borrowing shall indemnify each Lender against any loss, cost or Yenexpense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Committed Borrowing for such Committed Borrowing the applicable conditions set forth in Article III, including, without limitation, any Bank shallloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Committed Advance to be made by such Lender as part of such Committed Borrowing when such Committed Advance, as a result of such failure, is not made on such date.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (Chicago time) the date of any Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the second Business Day before date of such Committed Borrowing in accordance with subsection (a) of this Section 2.02 and the requested Administrative Agent may, in reliance upon such assumption, make available to the Borrower requesting such Committed Borrowing on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and such Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Committed Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Committed Advance as part of such Committed Borrowing for all purposes.
(e) The failure of any Lender to make the Committed Advance to be made by it as part of any Committed Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Committed Advance on the date of such Committed Borrowing, notify but no Lender shall be responsible for the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required failure of any other Lender to make its the Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in made by such other Lender on the Alternative Currency; then, upon receipt date of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eitherany Committed Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Making the Committed Advances. (a) Each Committed ----------------------------- Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy), given not later than 10:00 A.M. (Chicago time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in Dollars, and (iii) the fourth Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in an Alternative Currency. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy confirmed immediately in writing, in substantially the form of Exhibit D-1 E-1 hereto, specifying therein the requested (i) date of such Committed ----------- Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, (v) in the case of a Committed Borrowing consisting of Eurocurrency Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such SubsidiaryBanks, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before --------------- --- 12:00 P.M. (Chicago time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent, in federal or otherwise immediately available funds, such Bank's Pro Rata Share of such Committed Borrowing. After the Administrative Agent receives such funds and upon fulfillment of the applicable conditions set forth in Article ------- III, the Administrative Agent will make such funds available to the applicable --- Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:
(i) If with respect to a request for a Committed Borrowing of an Alternative Currency other than Sterling, Euros German Marks, Swiss Francs or Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on the second Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, German Marks, Swiss Francs, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent --------------- (which shall promptly notify each Bank), either
Appears in 1 contract
Making the Committed Advances. (a) Each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 (x) 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised consisting of Base Rate Advances, Advances and (iiy) 11:00 A.M. (New York City time) on the third Business Day prior to the date of a proposed Committed Borrowing comprised consisting of Eurocurrency Eurodollar Rate Advances to be denominated in DollarsAdvances, and (iii) by the fourth Business Day prior Borrower to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances Administrative Agent, which shall give to be denominated in an Alternative Currencyeach Lender prompt notice thereof by telecopier, telex or cable. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy telecopier, confirmed immediately in writing, in substantially the form of Exhibit D-1 A hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, and (viv) in the case of a Committed Borrowing comprised of Eurodollar Rate Advances, the initial Interest Period for each such Committed Advance. The Borrower may, subject to the conditions herein provided, borrow more than one Committed Borrowing on any Business Day. Each Lender shall, before 2:00 P.M. (New York City time) in the case of a Committed Borrowing consisting of Eurocurrency Base Rate Advances and before 11:00 A.M. (New York City time) in the case of a Committed Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for in each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) case on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agentits address referred to in Section 8.02, in federal or otherwise immediately available same day funds, such BankLender's Pro Rata Share ratable portion of such Committed Borrowing. After the Administrative Agent receives Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:,
(i) If the Borrower may not select Eurodollar Rate Advances for any Committed Borrowing or with respect to a request for a the Conversion or continuance of any Committed Borrowing if the aggregate amount of an Alternative Currency other such Committed Borrowing or such Conversion or continuance is less than Sterling, Euros or Yen, $5,000,000;
(ii) there shall be no more than five Interest Periods relating to Committed Borrowings consisting of Eurodollar Rate Advances outstanding at any Bank time;
(iii) if any Lender shall, prior to 10:00 A.M. (Chicago time) on the second at least one Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative CurrencyBorrowing, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank Lender or its Eurocurrency Lending Office or any other Applicable Eurodollar Lending Office to perform its obligations hereunder to make Eurocurrency Eurodollar Rate Advances in such currency or to fund or maintain Eurocurrency Eurodollar Rate Advances in hereunder, the Commitment of such currency hereunder; or
(iii) If the Majority Banks shall, prior Lender to making make Eurodollar Rate Advances or to Convert all or any requested Committed Borrowing portion of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or Base Rate Advances shall forthwith be suspended until the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company Borrower that such Lender has determined that the circumstances causing such suspension no longer exist and the applicable Borrower (such Lender's then outstanding Eurodollar Rate Advances, if other than the Company) and the Company or such Borrower mayany, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice shall be Base Rate Advances; to the Administrative Agent (which shall promptly notify each Bank), eitherextent that such
Appears in 1 contract
Samples: Credit Agreement (Dial Corp /New/)
Making the Committed Advances. (a) Each Committed ----------------------------- Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy), given not later than 10:00 A.M. (Chicago time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in Dollars, and (iii) the fourth Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in an Alternative Currency. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy confirmed immediately in writing, in substantially the form of Exhibit D-1 E-1 hereto, specifying therein the requested (i) date of such Committed ----------- Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, (v) in the case of a Committed Borrowing consisting of Eurocurrency Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent, in federal or otherwise immediately available funds, such Bank's Pro Rata Share of such Committed Borrowing. After the Administrative Agent receives such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:
(i) If with respect to a request for a Committed Borrowing of an Alternative Currency other than Sterling, Euros or Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on the second Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), either
Appears in 1 contract
Making the Committed Advances. (a) Each Except as otherwise provided in Section 2.03, each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 A.M. 11:00 a.m. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Eurodollar Rate Advances to be denominated in DollarsAdvances, and or not later than 10:30 a.m. (iiiNew York City time) the fourth Business Day prior to on the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Base Rate Advances Advances, by any Borrower to be denominated in an Alternative Currencythe Administrative Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Committed Borrowing (a "“Notice of Committed Borrowing"”) shall be by telecopy telephone, confirmed immediately in writing, or facsimile, in substantially the form of Exhibit D-1 B-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, Borrowing and (viv) in the case of a Committed Borrowing consisting of Eurocurrency Eurodollar Rate Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b)Advances. Each Bank Lender shall, before 12:00 P.M. noon (Chicago New York City time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent’s Account, in federal or otherwise immediately available same day funds, such Bank's Pro Rata Share Lender’s ratable portion of such Committed BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent receives Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the Borrower requesting such Committed Borrowing by crediting the applicable Borrower at the Administrative Agent's aforesaid addressBorrowers’ Account.
(ba) Anything in subsection (a) above to the contrary notwithstanding:
, (i) If with respect no Borrower may select Eurodollar Rate Advances if the obligation of the Lenders to a request for a make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.10 or 2.11 and (ii) the Committed Advances may not be outstanding as part of more than ten (10) separate Committed Borrowings.
(b) Each Notice of Committed Borrowing shall be irrevocable and binding on the Borrower that requested such Committed Borrowing. In the case of an Alternative Currency any Committed Borrowing that the related Notice of Committed Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower that requested such Committed Borrowing shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Committed Borrowing for such Committed Borrowing the applicable conditions set forth in Article 3, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other than Sterlingfunds acquired by such Lender to fund the Committed Advance to be made by such Lender as part of such Committed Borrowing when such Committed Advance, Euros or Yenas a result of such failure, any Bank shall, is not made on such date.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (Chicago time) the date of any Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the second Business Day before date of such Committed Borrowing in accordance with subsection (a) of this Section 2.02 and the requested Administrative Agent may, in reliance upon such assumption, make available to the Borrower requesting such Committed Borrowing on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and such Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at such time under Section 2.08 to Advances comprising such Committed Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Committed Advance as part of such Borrowing for all purposes.
(d) The failure of any Lender to make the Committed Advance to be made by it as part of any Committed Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Committed Advance on the date of such Committed Borrowing, notify but no Lender shall be responsible for the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required failure of any other Lender to make its the Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in made by such other Lender on the Alternative Currency; then, upon receipt date of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eitherany Committed Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Making the Committed Advances. (a) Each Except as otherwise provided in Section 2.03, each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 A.M. 11:00 a.m. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Eurodollar Rate Advances to be denominated in DollarsAdvances, and or not later than 10:30 a.m. (iiiNew York City time) the fourth Business Day prior to on the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Base Rate Advances Advances, by any Borrower to be denominated in an Alternative Currencythe Administrative Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Committed Borrowing (a "“Notice of Committed Borrowing"”) shall be by telecopy telephone, confirmed immediately in writing, or facsimile, in substantially the form of Exhibit D-1 B-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, Borrowing and (viv) in the case of a Committed Borrowing consisting of Eurocurrency Eurodollar Rate Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b)Advances. Each Bank Lender shall, before 12:00 P.M. noon (Chicago New York City time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent’s Account, in federal or otherwise immediately available same day funds, such Bank's Pro Rata Share Lender’s ratable portion of such Committed BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent receives Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the Borrower requesting such Committed Borrowing by crediting the applicable Borrower at the Administrative Agent's aforesaid addressBorrowers’ Account.
(b) Anything in subsection (a) above to the contrary notwithstanding:
, (i) If with respect no Borrower may select Eurodollar Rate Advances if the obligation of the Lenders to a request for a make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.10 or 2.11 and (ii) the Committed Advances may not be outstanding as part of more than ten (10) separate Committed Borrowings.
(c) Each Notice of Committed Borrowing shall be irrevocable and binding on the Borrower that requested such Committed Borrowing. In the case of an Alternative Currency other than Sterlingany Committed Borrowing that the related Notice of Committed Borrowing specifies is to be comprised of Eurodollar Rate Advances, Euros the Borrower that requested such Committed Borrowing shall indemnify each Lender against any loss, cost or Yenexpense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Committed Borrowing for such Committed Borrowing the applicable conditions set forth in Article 3, including, without limitation, any Bank shallloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Committed Advance to be made by such Lender as part of such Committed Borrowing when such Committed Advance, as a result of such failure, is not made on such date.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (Chicago time) the date of any Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the second Business Day before date of such Committed Borrowing in accordance with subsection (a) of this Section 2.02 and the requested Administrative Agent may, in reliance upon such assumption, make available to the Borrower requesting such Committed Borrowing on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and such Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at such time under Section 2.08 to Advances comprising such Committed Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Committed Advance as part of such Borrowing for all purposes.
(e) The failure of any Lender to make the Committed Advance to be made by it as part of any Committed Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Committed Advance on the date of such Committed Borrowing, notify but no Lender shall be responsible for the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required failure of any other Lender to make its the Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in made by such other Lender on the Alternative Currency; then, upon receipt date of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eitherany Committed Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Making the Committed Advances. (a) Each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 (x) 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised consisting of Base Rate Advances, Advances and (iiy) 11:00 A.M. (New York City time) on the third Business Day prior to the date of a proposed Committed Borrowing comprised consisting of Eurocurrency Eurodollar Rate Advances to be denominated in DollarsAdvances, and (iii) by the fourth Business Day prior Borrower to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances Administrative Agent, which shall give to be denominated in an Alternative Currencyeach Lender prompt notice thereof by telecopier, telex or cable. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit D-1 EXHIBIT A-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, and (viv) in the case of a Committed Borrowing comprised of Eurodollar Rate Advances, the initial Interest Period for each such Committed Advance. The Borrower may, subject to the conditions herein provided, borrow more than one Committed Borrowing on any Business Day. Each Lender shall, before 2:00 P.M. (New York City time) in the case of a Committed Borrowing consisting of Eurocurrency Base Rate Advances and before 11:00 A.M. (New York City time) in the case of a Committed Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for in each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) case on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agentits address referred to in Section 8.02, in federal or otherwise immediately available same day funds, such BankLender's Pro Rata Share ratable portion of such Committed Borrowing. After the Administrative Agent receives Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:,
(i) If the Borrower may not select Eurodollar Rate Advances for any Committed Borrowing or with respect to a request for a the Conversion or continuance of any Committed Borrowing if the aggregate amount of an Alternative Currency other such Committed Borrowing or such Conversion or continuance is less than Sterling, Euros or Yen, $5,000,000;
(ii) there shall be no more than five Interest Periods relating to Committed Borrowings consisting of Eurodollar Rate Advances outstanding at any Bank time;
(iii) if any Lender shall, prior to 10:00 A.M. (Chicago time) on the second at least one 24 Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative CurrencyBorrowing, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank Lender or its Eurocurrency Lending Office or any other Applicable Eurodollar Lending Office to perform its obligations hereunder to make Eurocurrency Eurodollar Rate Advances in such currency or to fund or maintain Eurocurrency Eurodollar Rate Advances in hereunder, the Commitment of such currency hereunderLender to make Eurodollar Rate Advances or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist and such Lender's then outstanding Eurodollar Rate Advances, if any, shall be Base Rate Advances; orto the extent that such affected Eurodollar Rate Advances become Base Rate Advances, all payments of principal that would have been otherwise applied to such Eurodollar Rate Advances shall be applied instead to such Lender's Base Rate Advances; provided that if Requisite Lenders are subject to the same illegality or assertion of illegality, then the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Committed Advance comprising such Committed Borrowing shall be a Base Rate Advance;
(iiiiv) If if fewer than two Reference Banks furnish timely information to the Majority Banks shall, prior to making Administrative Agent for determining the Adjusted Eurodollar Rate for any Eurodollar Rate Advances comprising any requested Committed Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Committed Borrowing shall be made as a Base Rate Advance; and
(v) if the Requisite Lenders shall, at least one Business Day before the date of an Alternative Currency other than Sterling, Yen or the Euroany requested Committed Borrowing, notify the Administrative Agent that the Adjusted Eurodollar Rate for Eurodollar Rate Advances comprising such Committed Borrowing will not adequately reflect the cost to such Requisite Lenders of making, funding 25 or maintaining their respective Eurodollar Rate Advances for such Committed Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing shall be suspended until the Administrative Agent shall reasonably determine notify the Borrower and the Lenders that currency control the circumstances causing such suspension no longer exist, and each Committed Advance comprising such Committed Borrowing shall be made as a Base Rate Advance.
(c) Each Notice of Committed Borrowing shall be irrevocable and binding on the Borrower. In the case of any Committed Borrowing which the related Notice of Committed Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender by reason of the liquidation or reemployment of deposits or other exchange regulations are imposed in funds acquired by such Lender to fund the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt made by such Lender as part of such noticeCommitted Borrowing or by reason of the termination of hedging or other similar arrangements, in each case when such Advance is not made on such date (other than by reason of (i) a breach of a Lender's obligations hereunder or (ii) a suspension of Eurodollar Rate Advances under clauses (iii), (iv) or (v) of paragraph (b) of this Section 2.02), including without limitation, as a result of any failure to fulfill on or before the date specified in such Notice of Committed Borrowing for such Committed Borrowing the applicable conditions set forth in Article III.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Committed Borrowing, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or may assume that such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice Lender has made such portion available to the Administrative Agent on the date of such Committed Borrowing in accordance with subsection (which a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall promptly notify not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each Bank)day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, eitherat (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Committed Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such 26 corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Committed Borrowing for purposes of this Agreement.
(e) The failure of any Lender to make the Advance to be made by it as part of any Committed Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Committed Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Viad Corp)
Making the Committed Advances. (a) Each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy), given not later than 10:00 A.M. (Chicago time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in Dollars, and (iii) the fourth Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in an Alternative Currency. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy confirmed immediately in writing, in substantially the form of Exhibit D-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, (v) in the case of a Committed Borrowing consisting of Eurocurrency Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such SubsidiaryBorrower, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent, in federal or otherwise immediately available funds, such Bank's Pro Rata Share of such Committed Borrowing. After the Administrative Agent receives such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:
(i) If with respect to a request for a Committed Borrowing of an Alternative Currency other than Sterling, Euros or Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on the second Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eitherbefore
Appears in 1 contract
Making the Committed Advances. (a) Each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 (x) 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised consisting of Base Rate AdvancesAdvances in Dollars, (iiy) 11:00 A.M. (New York City time) on the third Business Day prior to the date of a proposed Committed Borrowing comprised consisting of Eurocurrency Rate Advances to be denominated in Dollars, and (iiiz) the fourth Business Day prior to 2:00 P.M. (Toronto time) on the date of a proposed Committed Borrowing comprised consisting of Eurocurrency Canadian Prime Rate Advances Advances, Banker's Acceptances or BA Equivalent Advances, by the Borrower requesting the proposed Borrowing to be denominated in an Alternative Currencythe Applicable Agent, which shall give to each Applicable Lender prompt notice thereof by telecopier, telex or cable. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit D-1 A-1 hereto (or in the form of Exhibit A-3 hereto, in the case of a Committed Borrowing consisting of Banker's Acceptances), specifying therein the requested (i) date of such Committed Borrowing, (ii) currency of such Committed Borrowing (iii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, and (v) initial Interest Period for each such Committed Advance, in the case of a Committed Borrowing comprised of Eurocurrency Rate Advances. A Borrower may, subject to the conditions herein provided, borrow more than one Committed Borrowing on any Business Day. Each Applicable Lender shall, (x) before 2:00 P.M. (New York City time) in the case of a Committed Borrowing consisting of Base Rate Advances, (y) before 11:00 A.M. (New York City time) in the case of a Committed Borrowing consisting of Eurocurrency Rate Advances and (z) 2:00 P.M. (Toronto time) in the case of a Committed Borrowing consisting of Canadian Prime Rate Advances, the initial Interest Period for Banker's Acceptances or BA Equivalent Advances, in each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) case on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Applicable Agent (i) in the case of a Borrowing in Dollars, at such account maintained at the Payment Office for Dollars as shall have been notified by the Administrative Agent at to the Domestic Lending Office of the Bank then acting as Administrative Agent, Lenders prior thereto and in federal or otherwise immediately available same day funds, such BankU.S. Lender's Pro Rata Share or Canadian Lender's, as the case may be, ratable portion of such Committed BorrowingBorrowing in Dollars and (ii) in the case of a Committed Borrowing in Canadian Dollars, at such account maintained at the Payment Office for Canadian Dollars as shall have been notified by the Canadian Agent to the Canadian Lenders prior thereto and in same day funds, such Canadian Lender's ratable portion of such Committed Borrowing in Canadian Dollars. After the Administrative Agent receives Applicable Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Applicable Agent will make such funds available to the applicable Borrower requesting the proposed Borrowing at the Administrative Agent's aforesaid addressapplicable Payment Office.
(b) Anything in subsection (a) above to the contrary notwithstanding:,
(i) If a Borrower may not select Eurocurrency Rate Advances for any Committed Borrowing or with respect to a request for a the Conversion or continuance of any Committed Borrowing if the aggregate amount of an Alternative Currency other such Committed Borrowing or such Conversion or continuance is less than Sterling$5,000,000 or Cdn. $5,000,000, Euros or Yen, as applicable;
(ii) there shall be no more than five Interest Periods relating to Committed Borrowings consisting of Eurocurrency Rate Advances outstanding at any Bank time;
(iii) if any Lender shall, prior to 10:00 A.M. (Chicago time) on the second at least one Business Day before the requested date of such any requested Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Applicable Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank Lender or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances hereunder, the Commitment of such Lender to make Eurocurrency Rate Advances or to Convert all or any portion of Base Rate Advances (if the affected currency is Dollars) or Canadian Prime Rate Advances (if the affected currency is Canadian Dollars) shall forthwith be suspended until the Applicable Agent shall notify the affected Borrower that such Lender has determined that the circumstances causing such suspension no longer exist and (A) if the affected currency is Dollars, such Lender's then outstanding Eurocurrency Rate Advances in Dollars, if any, shall be converted to Base Rate Advances as of the end of any applicable Interest Period or at such earlier time as may be legally required and (B) if the affected currency hereunderis Canadian Dollars, such Lender's then outstanding Eurocurrency Rate Advances in Canadian Dollars, if any, shall be converted to Canadian Prime Rate Advances as of the end of any applicable Interest Period or at such earlier time as may be legally required; or
provided that if Requisite Lenders (iiior in the case of Committed Advances in Canadian Dollars, Canadian Lenders having greater than 50% of the Canadian Commitments) If are subject to the Majority Banks shallsame illegality or assertion of illegality, prior then the right of the Borrowers to making any requested select Eurocurrency Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing or to Convert all or any 20 Amended and Restated Credit Agreement (Long Term) portion of an Alternative Currency other than SterlingBase Rate Advances or Canadian Prime Rate Advances, Yen or the Euroas applicable, notify the Administrative Agent or shall forthwith be suspended until the Administrative Agent shall reasonably determine notify the applicable Borrowers that currency control the circumstances causing such suspension no longer exist, and each Committed Advance comprising such Committed Borrowing shall be a Base Rate Advance; provided, further, that before giving any such notice to the Applicable Agent, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid such unlawfulness or the assertion thereof and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender;
(iv) if any Borrower shall fail to select the duration of any Interest Period for any outstanding Eurocurrency Rate Advances in accordance with the provisions contained herein, then (A) if such Committed Advances are Committed Advances in Dollars, such Committed Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances and (B) if such Advances are Advances in Canadian Dollars, such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Canadian Prime Rate Advances;
(v) if fewer than two Reference Banks furnish timely information to the Applicable Agent for determining the Adjusted Eurodollar Rate for any Eurodollar Rate Advances comprising any requested Committed Borrowing, the right of a Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing shall be suspended until the Applicable Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Committed Borrowing shall be made as a Base Rate Advance; and
(vi) if the Requisite Lenders (or in the case of Advances in Canadian Dollars, Canadian Lenders having greater than 50% of the Canadian Commitments) shall, at least one Business Day before the date of any requested Committed Borrowing, notify the Applicable Agent that the applicable interest rate for Eurocurrency Rate Advances comprising such Committed Borrowing will not adequately reflect the cost to such Requisite Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Committed Borrowing, the right of the Borrowers to select Eurocurrency Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing shall be suspended until the Applicable Agent shall notify the applicable Borrowers and the Lenders that the circumstances causing such suspension no longer exist, and each Committed Advance comprising such Committed Borrowing shall be made as a Base Rate Advance.
(c) Each Notice of Committed Borrowing shall be irrevocable and binding on the Borrower requesting the proposed Borrowing. In the case of any Committed Borrowing which the related Notice of Committed Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the applicable Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender by reason of the liquidation or reemployment of deposits or other exchange regulations are imposed in funds acquired by such Lender to fund the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of made by such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eitherLender as part of
Appears in 1 contract
Samples: Credit Agreement (Viad Corp)
Making the Committed Advances. (a) Each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 (x) 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised consisting of Base Rate Advances, Advances and (iiy) 11:00 A.M. (New York City time) on the third Business Day prior to the date of a proposed Committed Borrowing comprised consisting of Eurocurrency Eurodollar Rate Advances to be denominated in DollarsAdvances, and (iii) by the fourth Business Day prior Borrower to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances Administrative Agent, which shall give to be denominated in an Alternative Currencyeach Lender prompt notice thereof by telecopier, telex or cable. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit D-1 EXHIBIT A-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, and (viv) in the case of a Committed Borrowing comprised of Eurodollar Rate Advances, the initial Interest Period for each such Committed Advance. The Borrower may, subject to the conditions herein provided, borrow more than one Committed Borrowing on any Business Day. Each Lender shall, before 2:00 P.M. (New York City time) in the case of a Committed Borrowing consisting of Eurocurrency Base Rate Advances and before 11:00 A.M. (New York City time) in the case of a Committed Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for in each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) case on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agentits address referred to in Section 8.02, in federal or otherwise immediately available same day funds, such BankLender's Pro Rata Share ratable portion of such Committed Borrowing. After the Administrative Agent receives Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:,
(i) If the Borrower may not select Eurodollar Rate Advances for any Committed Borrowing or with respect to a request for a the Conversion or continuance of any Committed Borrowing if the aggregate amount of an Alternative Currency other such Committed Borrowing or such Conversion or continuance is less than Sterling, Euros or Yen, $5,000,000;
(ii) there shall be no more than five Interest Periods relating to Committed Borrowings consisting of Eurodollar Rate Advances outstanding at any Bank time;
(iii) if any Lender shall, prior to 10:00 A.M. (Chicago time) on the second at least one Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative CurrencyBorrowing, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank Lender or its Eurocurrency Lending Office or any other Applicable Eurodollar Lending Office to perform its obligations hereunder to make Eurocurrency Eurodollar Rate Advances in such currency or to fund or maintain Eurocurrency Eurodollar Rate Advances in hereunder, the Commitment of such currency hereunderLender to make Eurodollar Rate Advances or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist and such Lender's then outstanding Eurodollar Rate Advances, if any, shall be Base Rate Advances; orto the extent that such affected Eurodollar Rate Advances become Base Rate Advances, all payments of principal that would have been otherwise applied to such Eurodollar Rate Advances shall be applied instead to such Lender's Base Rate Advances; provided that if Requisite Lenders are subject to the same illegality or assertion of illegality, then the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Committed Advance comprising such Committed Borrowing shall be a Base Rate Advance;
(iiiiv) If if fewer than two Reference Banks furnish timely information to the Majority Banks shall, prior to making Administrative Agent for determining the Adjusted Eurodollar Rate for any Eurodollar Rate Advances comprising any requested Committed Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Committed Borrowing shall be made as a Base Rate Advance; and
(v) if the Requisite Lenders shall, at least one Business Day before the date of an Alternative Currency other than Sterling, Yen or the Euroany requested Committed Borrowing, notify the Administrative Agent that the Adjusted Eurodollar Rate for Eurodollar Rate Advances comprising such Committed Borrowing will not adequately reflect the cost to such Requisite Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Committed Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing shall be suspended until the Administrative Agent shall reasonably determine notify the Borrower and the Lenders that currency control the circumstances causing such suspension no longer exist, and each Committed Advance comprising such Committed Borrowing shall be made as a Base Rate Advance.
(c) Each Notice of Committed Borrowing shall be irrevocable and binding on the Borrower. In the case of any Committed Borrowing which the related Notice of Committed Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender by reason of the liquidation or reemployment of deposits or other exchange regulations are imposed in funds acquired by such Lender to fund the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt made by such Lender as part of such noticeCommitted Borrowing or by reason of the termination of hedging or other similar arrangements, in each case when such Advance is not made on such date (other than by reason of (i) a breach of a Lender's obligations hereunder or (ii) a suspension of Eurodollar Rate Advances under clauses (iii), (iv) or (v) of paragraph (b) of this Section 2.02), including without limitation, as a result of any failure to fulfill on or before the date specified in such Notice of Committed Borrowing for such Committed Borrowing the applicable conditions set forth in Article III.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Committed Borrowing, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or may assume that such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice Lender has made such portion available to the Administrative Agent on the date of such Committed Borrowing in accordance with subsection (which a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall promptly notify not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each Bank)day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, eitherat (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Committed Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Committed Borrowing for purposes of this Agreement.
(e) The failure of any Lender to make the Advance to be made by it as part of any Committed Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Committed Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Viad Corp)
Making the Committed Advances. (a) Each Except as otherwise provided in Section 2.03, each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Eurodollar Rate Advances to be denominated in DollarsAdvances, and (iii) or the fourth first Business Day prior to the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Base Rate Advances Advances, by any Borrower to be denominated in an Alternative Currencythe Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy telephone, confirmed immediately in writing, or telecopier, in substantially the form of Exhibit D-1 B-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, Borrowing and (viv) in the case of a Committed Borrowing consisting of Eurocurrency Eurodollar Rate Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b)Advances. Each Bank Lender shall, before 12:00 P.M. 11:00 A.M. (Chicago New York City time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent's Account, in federal or otherwise immediately available same day funds, such BankLender's Pro Rata Share ratable portion of such Committed BorrowingBorrowing in accordance with the respective WC Commitments of such Lender and the other Lenders. After the Administrative Agent receives Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower requesting such Committed Borrowing by crediting the applicable Borrower at the Administrative AgentBorrower's aforesaid addressAccount.
(b) Anything in subsection (a) above to the contrary notwithstanding:
, (i) If with respect no Borrower may select Eurodollar Rate Advances if the obligation of the Lenders to a request for a make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.10 or 2.11 and (ii) the Committed Advances may not be outstanding as part of more than ten(10) separate Committed Borrowings.
(c) Each Notice of Committed Borrowing shall be irrevocable and binding on the Borrower that requested such Committed Borrowing. In the case of an Alternative Currency other than Sterlingany Committed Borrowing that the related Notice of Committed Borrowing specifies is to be comprised of Eurodollar Rate Advances, Euros the Borrower that requested such Committed Borrowing shall indemnify each Lender against any loss, cost or Yenexpense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Committed Borrowing for such Committed Borrowing the applicable conditions set forth in Article III, including, without limitation, any Bank shallloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Committed Advance to be made by such Lender as part of such Committed Borrowing when such Committed Advance, as a result of such failure, is not made on such date.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (Chicago time) the date of any Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the second Business Day before date of such Committed Borrowing in accordance with subsection (a) of this Section 2.02 and the requested Administrative Agent may, in reliance upon such assumption, make available to the Borrower requesting such Committed Borrowing on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and such Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at such time under Section 2.08 to Advances comprising such Committed Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Committed Advance as part of such Borrowing for all purposes.
(e) The failure of any Lender to make the Committed Advance to be made by it as part of any Committed Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Committed Advance on the date of such Committed Borrowing, notify but no Lender shall be responsible for the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required failure of any other Lender to make its the Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in made by such other Lender on the Alternative Currency; then, upon receipt date of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eitherany Committed Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Making the Committed Advances. (a) Each Except as otherwise provided in Section 2.03, each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Eurodollar Rate Advances to be denominated in DollarsAdvances, and (iii) or the fourth first Business Day prior to the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Base Rate Advances Advances, by the Borrower to be denominated in an Alternative Currencythe Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy telephone, confirmed immediately in writing, or telecopier, in substantially the form of Exhibit D-1 B-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, Borrowing and (viv) in the case of a Committed Borrowing consisting of Eurocurrency Eurodollar Rate Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b)Advances. Each Bank Lender shall, before 12:00 P.M. 11:00 A.M. (Chicago New York City time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent's Account, in federal or otherwise immediately available same day funds, such BankLender's Pro Rata Share ratable portion of such Committed BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent receives Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at by crediting the Administrative AgentBorrower's aforesaid addressAccount.
(b) Anything in subsection (a) above to the contrary notwithstanding:
, (i) If with respect the Borrower may not select Eurodollar Rate Advances if the obligation of the Lenders to a request for a make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10 and (ii) the Committed Advances may not be outstanding as part of more than ten (10) separate Committed Borrowings.
(c) Each Notice of Committed Borrowing shall be irrevocable and binding on the Borrower. In the case of an Alternative Currency other than Sterlingany Committed Borrowing that the related Notice of Committed Borrowing specifies is to be comprised of Eurodollar Rate Advances, Euros the Borrower shall indemnify each Lender against any loss, cost or Yenexpense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Committed Borrowing for such Committed Borrowing the applicable conditions set forth in Article III, including, without limitation, any Bank shallloss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Committed Advance to be made by such Lender as part of such Committed Borrowing when such Committed Advance, as a result of such failure, is not made on such date.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (Chicago time) the date of any Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the second Business Day before date of such Committed Borrowing in accordance with subsection (a) of this Section 2.02 and the requested Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Committed Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Committed Advance as part of such Committed Borrowing for all purposes.
(e) The failure of any Lender to make the Committed Advance to be made by it as part of any Committed Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Committed Advance on the date of such Committed Borrowing, notify but no Lender shall be responsible for the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required failure of any other Lender to make its the Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in made by such other Lender on the Alternative Currency; then, upon receipt date of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eitherany Committed Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Making the Committed Advances. (a) (i) Revolving Credit Borrowings. Each Committed Revolving Credit Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 (x) 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a proposed Committed Revolving Credit Borrowing comprised consisting of Eurocurrency Eurodollar Rate Advances to be denominated in Dollars, and or (iiiy) the fourth Business Day prior to 11:00 A.M. (New York City time) on the date of the proposed Revolving Credit Borrowing in the case of a proposed Committed Revolving Credit Borrowing comprised consisting of Eurocurrency Base Rate Advances Advances, by the applicable US Borrower to be denominated in an Alternative Currencythe Agent, which shall give to each Revolving Credit Lender prompt notice thereof by telecopier. Each such notice of a Committed Revolving Credit Borrowing (a "“Notice of Committed Revolving Credit Borrowing"”) shall be by telecopy telephone, confirmed immediately in writing, or telecopier in substantially the form of Exhibit D-1 B-1 hereto, specifying therein the requested (iA) date of such Committed Revolving Credit Borrowing, (iiB) Type of Committed Advances comprising such Committed Revolving Credit Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (ivC) aggregate amount of such Committed Revolving Credit Borrowing, and (vD) in the case of a Committed Revolving Credit Borrowing consisting of Eurocurrency Eurodollar Rate Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b)Revolving Credit Advance. Each Bank Revolving Credit Lender shall, before 12:00 1:00 P.M. (Chicago New York City time) on the date of such Committed Borrowing, Revolving Credit Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative applicable Agent’s Account, in federal or otherwise immediately available same day funds, such Bank's Pro Rata Share Lender’s ratable portion of such Committed Revolving Credit Borrowing. After the Administrative Agent receives Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable US Borrower at the Administrative Agent's aforesaid address.
(b) Anything ’s address referred to in subsection (a) above Section 10.02. Each US Borrower hereby authorizes the Company to the contrary notwithstanding:
(i) If with respect to a request for a Committed deliver each Notice of Revolving Credit Borrowing of an Alternative Currency other than Sterling, Euros or Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on the second Business Day before the requested date behalf of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eitherBorrower.
Appears in 1 contract
Making the Committed Advances. (a) Each Committed ------------------------------ Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy), given not later than 10:00 A.M. (Chicago time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in Dollars, and (iii) the fourth Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in an Alternative Currency. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy confirmed immediately in writing, in substantially the form of Exhibit D-1 E-1 hereto, specifying therein the requested (i) date of such Committed ----------- Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, (v) in the case of a Committed Borrowing consisting of Eurocurrency Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent, in federal or otherwise immediately available funds, such Bank's Pro Rata Share of such Committed Borrowing. After the Administrative Agent receives such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:
(i) If with respect to a request for a Committed Borrowing of an Alternative Currency other than Sterling, Euros or Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on the second Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), either
Appears in 1 contract
Making the Committed Advances. (a) Each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 (x) 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised consisting of Base Rate Advances, Advances and (iiy) 11:00 A.M. (New York City time) on the third Business Day prior to the date of a proposed Committed Borrowing comprised consisting of Eurocurrency Eurodollar Rate Advances to be denominated in DollarsAdvances, and (iii) by the fourth Business Day prior Borrower to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances Administrative Agent, which shall give to be denominated in an Alternative Currencyeach Lender prompt notice thereof by telecopier, telex or cable. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be by telecopy telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit D-1 A-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, and (viv) in the case of a Committed Borrowing comprised of Eurodollar Rate Advances, the initial Interest Period for each such Committed Advance. The Borrower may, subject to the conditions herein provided, borrow more than one Committed Borrowing on any Business Day. Each Lender shall, before 2:00 P.M. (New York City time) in the case of a Committed Borrowing consisting of Eurocurrency Base Rate Advances and before 11:00 A.M. (New York City time) in the case of a Committed Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for in each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 P.M. (Chicago time) case on the date of such Committed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agentits address referred to in Section 8.02, in federal or otherwise immediately available same day funds, such BankLender's Pro Rata Share ratable portion of such Committed Borrowing. After the Administrative Agent receives Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:,
(i) If the Borrower may not select Eurodollar Rate Advances for any Committed Borrowing or with respect to a request for a the Conversion or continuance of any Committed Borrowing if the aggregate amount of an Alternative Currency other such Committed Borrowing or such Conversion or continuance is less than Sterling, Euros or Yen, $5,000,000;
(ii) there shall be no more than five Interest Periods relating to Committed Borrowings consisting of Eurodollar Rate Advances outstanding at any Bank time;
(iii) if any Lender shall, prior to 10:00 A.M. (Chicago time) on the second at least one Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative CurrencyBorrowing, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank Lender or its Eurocurrency Lending Office or any other Applicable Eurodollar Lending Office to perform its obligations hereunder to make Eurocurrency Eurodollar Rate Advances in such currency or to fund or maintain Eurocurrency Eurodollar Rate Advances in hereunder, the Commitment of such currency hereunderLender to make 14 Credit Agreement (Short Term) Eurodollar Rate Advances or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist and such Lender's then outstanding Eurodollar Rate Advances, if any, shall be Base Rate Advances; orto the extent that such affected Eurodollar Rate Advances become Base Rate Advances, all payments of principal that would have been otherwise applied to such Eurodollar Rate Advances shall be applied instead to such Lender's Base Rate Advances; provided that if Requisite Lenders are subject to the same illegality or assertion of illegality, then the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing or to Convert all or any portion of Base Rate Advances shall forthwith be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Committed Advance comprising such Committed Borrowing shall be a Base Rate Advance;
(iiiiv) If if fewer than two Reference Banks furnish timely information to the Majority Banks shall, prior to making Administrative Agent for determining the Adjusted Eurodollar Rate for any Eurodollar Rate Advances comprising any requested Committed Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Committed Borrowing shall be made as a Base Rate Advance; and
(v) if the Requisite Lenders shall, at least one Business Day before the date of an Alternative Currency other than Sterling, Yen or the Euroany requested Committed Borrowing, notify the Administrative Agent that the Adjusted Eurodollar Rate for Eurodollar Rate Advances comprising such Committed Borrowing will not adequately reflect the cost to such Requisite Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Committed Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing shall be suspended until the Administrative Agent shall reasonably determine notify the Borrower and the Lenders that currency control the circumstances causing such suspension no longer exist, and each Committed Advance comprising such Committed Borrowing shall be made as a Base Rate Advance.
(c) Each Notice of Committed Borrowing shall be irrevocable and binding on the Borrower. In the case of any Committed Borrowing which the related Notice of Committed Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender by reason of the liquidation or reemployment of deposits or other exchange regulations are imposed in funds acquired by such Lender to fund the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt made by such Lender as part of such noticeCommitted Borrowing or by reason of the termination of hedging or other similar arrangements, in each case when such Advance is not made on such date (other than by reason of (i) a breach of a Lender's obligations hereunder or (ii) a suspension of Eurodollar Rate Advances under clauses (iii), (iv) or (v) of paragraph (b) of this Section 2.02), including without limitation, as 15 Credit Agreement (Short Term) a result of any failure to fulfill on or before the date specified in such Notice of Committed Borrowing for such Committed Borrowing the applicable conditions set forth in Article III.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Committed Borrowing, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or may assume that such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice Lender has made such portion available to the Administrative Agent on the date of such Committed Borrowing in accordance with subsection (which a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall promptly notify not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each Bank)day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, eitherat (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Committed Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Committed Borrowing for purposes of this Agreement.
(e) The failure of any Lender to make the Advance to be made by it as part of any Committed Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Committed Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Viad Corp)
Making the Committed Advances. (a) Each Committed Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy)notice, given not later than 10:00 (x) 11:00 A.M. (Chicago New York City time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third second Business Day prior to the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Eurodollar Rate Advances to be denominated in Dollars, and or (iiiy) the fourth Business Day prior to 11:00 A.M. (New York City time) on the date of a the proposed Committed Borrowing comprised in the case of Eurocurrency a Committed Borrowing consisting of Base Rate Advances Advances, by the Borrower to be denominated in an Alternative Currencythe Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Committed Borrowing (a "Notice of Committed BorrowingNOTICE OF COMMITTED BORROWING") shall be by telecopy telephone, confirmed immediately in writing, or telecopier or telex in substantially the form of Exhibit D-1 B-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, ,
(ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, and (viv) in the case of a Committed Borrowing consisting of Eurocurrency Eurodollar Rate Advances, the initial Interest Period for each Committed Advance comprising such Committed Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b)Advance. Each Bank Lender shall, before 12:00 2:00 P.M. (Chicago New York City time) on the date of such Committed Borrowing, Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agent's Account, in federal or otherwise immediately available same day funds, such BankLender's Pro Rata Share ratable portion of such Committed Borrowing. After the Administrative Agent receives Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent's aforesaid addressaddress referred to in Section 9.02.
(b) Anything in subsection (a) above to the contrary notwithstanding:
, (i) If with respect to a request the Borrower may not select Eurodollar Rate Advances for a any Committed Borrowing if the aggregate amount of an Alternative Currency other such Committed Borrowing is less than Sterling$5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than twelve separate Committed Borrowings.
(c) Each Notice of Committed Borrowing shall be irrevocable and binding on the Borrower. In the case of any Committed Borrowing that the related Notice of Committed Borrowing specifies is to be comprised of Eurodollar Rate Advances, Euros the Borrower shall indemnify each Lender against any loss, cost or Yenexpense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Committed Borrowing for such Committed Borrowing the applicable conditions set forth in Article III, including, without limitation, any Bank shallloss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Committed Advance to be made by such Lender as part of such Committed Borrowing when such Committed Advance, as a result of such failure, is not made on such date.
(d) Unless the Agent shall have received notice from a Lender prior to 10:00 A.M. (Chicago time) the date of any Committed Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such Committed Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the second Business Day before date of such Committed Borrowing in accordance with subsection (a) of this Section 2.02 and the requested Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay 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, at (i) in the case of the Borrower, the interest rate applicable at the time to Committed Advances comprising such Committed Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Committed Advance as part of such Committed Borrowing for purposes of this Agreement.
(e) The failure of any Lender to make the Committed Advance to be made by it as part of any Committed Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Committed Advance on the date of such Committed Borrowing, notify but no Lender shall be responsible for the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required failure of any other Lender to make its the Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in made by such other Lender on the Alternative Currency; then, upon receipt date of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), eitherany Committed Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Scholastic Corp)
Making the Committed Advances. (a) Each Committed Borrowing Advance shall be made made, to the extent that a Bank is so obligated under Section 1.01, on notice by from the Company (or, if such Borrower is a Borrowing Subsidiary, by in writing in the Company on behalf form of such Borrowing Subsidiary) to the Administrative Agent (which shall give each Bank prompt notice thereof by telecopy), given not later than 10:00 A.M. (Chicago time) on (i) the date of a proposed Committed Borrowing comprised of Base Rate Advances, (ii) the third Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in Dollars, and (iii) the fourth Business Day prior to the date of a proposed Committed Borrowing comprised of Eurocurrency Rate Advances to be denominated in an Alternative Currency. Each such notice of a Committed Borrowing Exhibit D hereto (a "Notice of Committed Borrowing") shall be by telecopy confirmed immediately in writingto the Agent delivered before 11:00 A.M. (New York City time) on, in substantially the form of Exhibit D-1 hereto, specifying therein the requested (i) date of such Committed Borrowing, (ii) Type of Committed Advances comprising such Committed Borrowing, which, in the case of a Committed Borrowing denominated in an Alternative Currency, shall be Eurocurrency Rate Advances, (iii) currency for such Committed Borrowing, which shall be in Dollars or an Alternative Currency, (iv) aggregate amount of such Committed Borrowing, (v) in the case of a LIBOR Rate Advance, a Business Day which is at least two (2) Business Days prior to the first day of the Interest Period for such Committed Borrowing consisting and (ii) in the case of Eurocurrency Advancesa Base Rate Advance, on the first day of the Interest Period for such Committed Borrowing, containing the representations and other information contemplated in Exhibit D hereto and accompanied by a duly executed Outstandings Report dated as of the first day of the Interest Period for such Committed Borrowing. The Agent shall in turn promptly notify each Bank by telephone (confirmed immediately by telex, cable or facsimile), telex, cable or facsimile of the aggregate amount of, and the initial Interest Period for each Committed Advance comprising for, such Committed Borrowing and such Bank's ratable portion of such Borrowing, and (vi) whether such Committed Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. The Administrative Agent shall, promptly after such time as the Company or such Borrower may no longer revoke the Notice of Committed Borrowing without any liability to the Company or such Subsidiary, notify each Bank and the Company or such Borrower of the applicable interest rate under Section 2.07(a) or (b). Each Bank shall, before 12:00 not later than 1:00 P.M. (Chicago New York City time) on the date of such Committed Borrowing, make available for Borrowing specified in the account of its Applicable Lending Office notice received from the Agent pursuant to the Administrative Agent at the Domestic Lending Office of the Bank then acting as Administrative Agentpreceding sentence, in federal or otherwise immediately available funds, deposit such Bank's Pro Rata Share ratable portion of such Committed Borrowing. After Borrowing in same day funds to the Administrative Agent receives Agent's Depository Account and include in a communication accompanying such deposit a reference that such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available pertain to the applicable Borrower at the Administrative Agent's aforesaid address.
(b) Anything in subsection (a) above to the contrary notwithstanding:
(i) If with respect to a request for a Committed Borrowing of an Alternative Currency other by the Borrower under this Agreement. Not later than Sterling, Euros or Yen, any Bank shall, prior to 10:00 A.M. (Chicago time) on the second Business Day before the requested date of such Committed Borrowing, notify the Administrative Agent that the requested Alternative Currency is not practically available to such Bank in the amount required to make its Committed Advance in connection therewith; or
(ii) If any Bank shall, prior to making any requested Committed Borrowing consisting of Eurocurrency Rate Advances in an Alternative Currency, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurocurrency Lending Office or any other Applicable Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in such currency or to fund or maintain Eurocurrency Rate Advances in such currency hereunder; or
(iii) If the Majority Banks shall, prior to making any requested Committed Borrowing of an Alternative Currency other than Sterling, Yen or the Euro, notify the Administrative Agent or the Administrative Agent shall reasonably determine that currency control or other exchange regulations are imposed in the country in which such currency is issued which result in the introduction of different types of such currency or that there is a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would make it impracticable for such Advance to be denominated in the Alternative Currency; then, upon receipt of such notice, the Administrative Agent shall so notify the Company and the applicable Borrower (if other than the Company) and the Company or such Borrower may, without incurring an obligation to indemnify for losses, costs or expenses under Section 2.02(d), by notice to the Administrative Agent (which shall promptly notify each Bank), either3:00
Appears in 1 contract
