Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice shall be irrevocable) no later than 11:00 A.M. (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein. (b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 4 contracts
Samples: Loan Agreement, Loan Agreement (PLM Equipment Growth Fund Vi), Loan Agreement (PLM Equipment Growth & Income Fund Vii)
Making the Loans. (a) The Initial Borrowing shall be made on notice, given not later than (x) 12:00 noon on the third Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon on the Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Such notice of the Administrative Agent notice Initial Borrowing (the “Notice of Initial Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which notice shall be irrevocablethe Effective Date and a Business Day), (ii) no later than 11:00 A.M. Type of Loans comprising the Initial Borrowing, (New York City timeiii) aggregate amount of the Initial Borrowing, and (iv) in the case of an Initial Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 2:00 p.m. on the third Business Day before date of the requested date Initial Borrowing, make available for the making account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of the LoansInitial Borrowing. The After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Borrowing shall specify Initial Borrowing.
(b) Anything in subsection (a) above to the contrary notwithstanding, (i) the requested date Borrower may not select Eurodollar Rate Loans for any Borrowing if the making aggregate amount of such Borrowing is less than $5,000,000 (or an integral multiple of $1,000,000 in excess thereof) or if the obligation of the requested LoansLenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 2.06 or 2.10, which shall be a Business Day and (ii) at no time shall there be more than three (3) different Interest Periods outstanding for Eurodollar Rate Loans.
(c) The Notice of Initial Borrowing shall be irrevocable and binding on the principal amount of each requested Tranche A Loan and Tranche B LoanBorrower. Upon receipt of If the Notice of BorrowingInitial Borrowing specifies that the Initial Borrowing is to be comprised of Eurodollar Rate Loans, the Administrative Agent Borrower shall promptly notify indemnify each Lender against any loss, cost or expense reasonably incurred by such Lender as a result of any failure (i) to fulfill on or before the date specified in the Notice of Initial Borrowing the applicable conditions set forth in Article III or (ii) to otherwise borrow the Eurodollar Rate Loans requested by the Borrower in the Notice of Initial Borrowing on such date (and shall set forth such indemnification obligation in the Notice of Initial Borrowing), including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the contents thereof and liquidation or reemployment of deposits or other funds acquired by such Lender to fund the principal amount of each Loan to be made by such Lender as part of the Initial Borrowing when such Loan, as a result of any such failure, is not made on the requested date specified thereinsuch date.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(cd) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which time of the Loans are to be disbursed Initial Borrowing that such Lender will not make available to the Administrative Agent funds with respect to such Lender’s Ratable Share of the Loan(s) requested to be made by such Lender on such dateInitial Borrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on such the date of the Initial Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Share available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by within one Business Day after demand for such Lender and within three Business Days after demand for the Borrower such corresponding amount together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to Loans comprising the Initial Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If the Borrower and including) such Lender shall pay such interest to the third Business Day after demand is made and thereafter at Agent for the Default Ratesame or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of the Initial Borrowing for purposes of this Agreement.
(de) All Loans The failure of any Lender to make the Loan to be made available by it as part of the Initial Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of the Initial Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Initial Borrowing.
Appears in 3 contracts
Samples: Term Loan Agreement (Arizona Public Service Co), Term Loan Agreement (Arizona Public Service Co), Term Loan Agreement (Pinnacle West Capital Corp)
Making the Loans. (a) The Except for the Loans made on the Closing Date, the Administrative Borrower shall give the Administrative Agent prior telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit F hereto (a “Notice of Borrowing”)), (i) (which notice shall be irrevocable) no not later than 11:00 A.M. 1:00 p.m. (New York City time) on the third date which is one (1) Business Day before prior to the requested date for the making of the Loans. The Notice borrowing of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day Base Rate Loan and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not not later than 11:00 A.M. 1:00 p.m. (New York City time) on the date which is three (3) Business Days prior to the date of borrowing of a LIBOR Loan. Such Notice of Borrowing shall be irrevocable and shall specify (a) the principal amount of the proposed Loan, (b) in the case of Loans requested date on which the Loans are Closing Date, whether such Loan is requested to be disburseda Revolving Loan or a Term Loan, (c) the proposed borrowing date, which must be a Business Day, and, with respect to a Term Loan, must be the Closing Date and (d) whether the proposed Loan shall be a Base Rate Loan or a LIBOR Loan, or a combination thereof, and if a LIBOR Loan, the Interest Period therefor, provided such LIBOR Loan shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof). The Administrative Agent’s record of the terms of any telephonic Notice of Borrowing shall be prima facie evidence of such terms. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Subject to Section 4.06, each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $100,000 and shall be in an integral multiple of $10,000.
(i) No Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, and in_ order to reduce the number of fund transfers among the Borrowers, the Administrative Agent and the Lenders, the Borrowers, the Administrative Agent and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 9.10(a); provided, however, that (a) the Administrative shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.03 will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.03 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of funds, in the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the requested date on which of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans are to be disbursed that such Lender will not make available to the Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent funds with respect to in the Loan(s) requested Administrative Agent’s Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be made deposited in an account designated by such Lender the Administrative Borrower.
(iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on such datebehalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such funds amount available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower Borrowers on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrowers and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Revolving Loan Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by on demand from such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day .day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Base Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower until of such failure and the date Borrowers shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Ratefor its own account.
(div) All Loans made available Nothing in this subsection 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Loan Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed or the Borrowers may have against any Revolving Loan Lender as a result of any default by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.
Appears in 3 contracts
Samples: Financing Agreement (Body Central Acquisition Corp), Financing Agreement (Body Central Acquisition Corp), Financing Agreement (Body Central Acquisition Corp)
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in substantially the form of Exhibit C hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no ), not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify which is (i) 3 Business Days prior to the requested date for the making of the requested Loans, which shall be a Business Day proposed Term Loan and (ii) 15 Business Days prior to the principal amount date of each requested Tranche A proposed Delayed Draw Term Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing(or, in each case, such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested date on which the Loans are Effective Date, that such Loan is requested to be disbursedthe Term Loan, each Lender shall make available (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent, in Dollars in funds immediately available ). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agent, signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Loan(sBorrowers shall be bound to make a borrowing in accordance therewith. The aggregate principal amount of each Delayed Draw Term Loan shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof.
(c) to All Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Delayed Draw Term Loan Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 3 contracts
Samples: Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested date on which the Loans are Effective Date, whether such Loan is requested to be disburseda Revolving Loan or the Term Loan, each Lender (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to (A) the Term Loan, must be the Effective Date and (B) with respect to the Revolving Loans, must be a Business Day after the Effective Date. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall make available be deemed to have selected an Interest Period of one month's duration. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer xxxxxxx designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in integral multiples of $100,000.
(c) (i) Except as otherwise provided in this Section 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment and the Term Loan Commitment it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure 's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Xxxxxx's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 2 contracts
Samples: Financing Agreement, Financing Agreement
Making the Loans. (a) The Each Borrowing shall be made on notice, given by the Borrower shall give to the Administrative Agent notice (the “Notice of Borrowing”) (which notice shall be irrevocable) no not later than (i) 11:00 A.M. (New York City time) on the third (3rd) Business Day before prior to the requested date for the making of the Loans. The Notice proposed Borrowing in the case of Borrowing shall specify (i) the requested date for the making of the requested Eurodollar Rate Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) on the Business Day prior to the date of the proposed Borrowing in the case of Base Rate Loans. Each such notice (a "Notice of Borrowing") shall be in substantially the form of Exhibit B, specifying therein (i) the date of such proposed Borrowing, (ii) the aggregate amount of such proposed Borrowing, (iii) the amount thereof, if any, requested date on which the Loans are to be disbursedEurodollar Rate Loans, and (iv) the initial Interest Period or Periods for any such Eurodollar Rate Loans. The Loans shall be made as Base Rate Loans unless (subject to Section 2.12) the Notice of Borrowing specifies that all or a pro rata portion thereof shall be Eurodollar Rate Loans; provided, however, that the aggregate of the Eurodollar Rate Loans for each Interest Period must be in an amount of not less than $5,000,000 or an integral multiple of $500,000 in excess thereof.
(b) The Administrative Agent shall give to each Lender shall make available to prompt notice of the Administrative Agent's receipt of a Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in Dollars in funds immediately such Notice of Borrowing, the applicable interest rate under Section 2.9, and each Lender's Ratable Portion of the proposed Borrowing. Each Lender shall, before 12:00 Noon (New York City time) on the date of the proposed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 10.2, in immediately available funds, such Lender's Ratable Portion of such proposed Borrowing. By 12:00 Noon (New York City time) in the offices case of Eurodollar Rate Loans and Base Rate Loans, on the date specified by the Borrower in the Notice of Borrowing, subject to fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent, 's aforesaid address; provided that in the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless event that the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any proposed Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender's Ratable Portion of such dateBorrowing, the Administrative Agent may assume that shall be under no obligation to fund such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf Lender's Ratable Portion of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default RateBorrowing.
(dc) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) Each Base Rate Loan shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the an aggregate principal amount of such Loans not less than $1,000,000 or an integral multiple of $100,000 in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowingexcess thereof.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Felcor/Lax Holdings Lp), Revolving Credit Agreement (Felcor Suite Hotels Inc)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit B hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the requested borrowing date on of the proposed Loan). Such Notice of Borrowing shall (i) be irrevocable, (ii) specify (A) the principal amount of the proposed Loan, (B) the use of the proceeds of such proposed Loan, and (C) the proposed borrowing date, which must be a Business Day and (iii) be delivered to the Loans are Administrative Agent together with the documents required by Section 5.02(e). The Administrative Agent and the Lender may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be disbursed, each Lender shall make available from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and the Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lender shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith.
(c) Except as otherwise provided in this subsection 2.02(c), to the Loan(s) to extent there is more than one Lender hereunder, all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order made in same day available funds and sent by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingOperating Account.
Appears in 2 contracts
Samples: Financing Agreement (Imperial Holdings, LLC), Financing Agreement (Imperial Holdings, LLC)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit A hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City Cincinnati time) on the third date which is three (3) Business Day before Days prior to the requested date for the making of the Loansproposed Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (Cincinnati time) on the borrowing date of the proposed Loan). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested Loansproposed Loan, which shall be a Business Day and (ii) whether the principal amount Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of each requested Tranche A Loan and Tranche B a LIBOR Rate Loan. Upon receipt , the initial Interest Period with respect thereto, (iii) the use of the Notice proceeds of Borrowingsuch proposed Loan, and (iv) the proposed borrowing date, which must be the Restatement Effective Date. The Administrative Agent may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent).
(b) The Administrative Agent shall give prompt telephonic, telecopy or email notice to each Lender of any notice from the Borrower received pursuant to Section 2.02(a) above and, if such notice requests the Lenders to make LIBOR Rate Loans, the Administrative Agent shall promptly notify give notice to the Borrower and each Lender of the contents thereof and of interest rate applicable thereto promptly after the principal amount of each Loan to be Administrative Agent has made by such Lender on the requested date specified therein.
(b) determination. Not later than 11:00 A.M. 1:00 p.m. (New York City Cincinnati time) on the requested date on which the Loans are to be disbursed, Restatement Effective Date each Lender shall make available to the Administrative Agent, in Dollars its Additional Term Loan in funds immediately available to at the principal office of the Administrative Agent in Cincinnati, Ohio. The Administrative Agent shall make the proceeds of each Additional Term Loan available to the Borrower at the offices of the Administrative Agent’s principal office in Cincinnati, Ohio. It is understood that the Loan(sAdministrative Agent shall not be responsible for any default by any Lender with a Term Loan Commitment that is also a Lender under the Existing Financing Agreement (other than Fifth Third) to be made by for such Lender on such date. Any other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Loan to Lender be made increased or decreased as a result of the default by it on the requested date therefor shall not relieve any such other Lender of its in such other Lender’s obligation to make any a Loan requested hereunder; provided that, the Administrative Agent shall make available to be made by such other the Borrower the amount of each Additional Term Loan of a Lender on such date, but such other that is not an Existing Lender shall not be liable for such failurewith a Term Loan Commitment at the same time it makes available the proceeds of the Additional Term Loan of Fifth Third.
(c) Unless the Administrative Agent shall have received notice from a Lender with a Term Loan Commitment that is also a Lender under the Existing Financing Agreement, prior to 10:00 A.M. the Restatement Effective Date (New York City timewhich notice shall be effective upon receipt) on the requested date on which the Loans are to be disbursed that such Lender will does not intend to make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such dateAdditional Term Loan available, the Administrative Agent may assume that such Lender with a Term Loan Commitment that is also a Lender under the Existing Agreement has made such funds Additional Term Loan available to the Administrative Agent on such date in accordance with Section 1.02(b2.5(b) when due and the Administrative Agent in its sole discretion mayAgent, in reliance upon such assumption, may (but shall not be required to) make available to the Borrower on a corresponding amount (each such date funds in an amount equal to the principal amount of the Loan(sadvance, a “Disproportionate Advance”) to be made by and, if such Lender on behalf of such Lender. If and to the extent such Lender shall has not have so in fact made its Additional Term Loan available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay make available to the Administrative Agent funds in an amount equal the Disproportionate Advance attributable to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for in respect of each day from during the period commencing on the date such funds shall have been so Disproportionate Advance was made available by the Administrative Agent to the Borrower until (i.e. the Restatement Effective Date) and ending on (but excluding) the date such amount shall have been repaid Lender makes available such Disproportionate Advance to the Administrative Agent at a rate per annum equal to: (i) from the applicable Interest Rate until Restatement Effective Date to the date 2 Business Days after the Restatement Effective Date, the greater of, for each such day, (and includingx) the third Business Day after demand is made Federal Funds Rate and thereafter at the Default Rate.
(dy) All Loans made available to an overnight rate determined by the Administrative Agent in accordance with Section 1.02(b) shall be disbursed banking industry rules on interbank compensation, plus any standard administrative or processing fees charged by the Administrative Agent not later than 3:00 P.M. in connection with such Lender’s non‑payment and (New York City timeii) on from the requested date therefor, 2 Business Days after the Restatement Effective Date to the Borrower or to its order date such payment is made by wire transfer of such Lender, the Reference Rate in effect for each such day. If such amount is not received by the Administrative Agent from such Lender, immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of upon demand, the Borrower set forth in will, promptly following written demand from the letter Administrative Agent, repay to the Administrative Agent (the “Pay Proceeds Letter”) along proceeds of the Term Loan attributable to such Disproportionate Advance with interest thereon at a rate per annum equal to the Notice applicable interest rate, but without such payment being considered a payment or prepayment of Borrowinga Libor Rate Loan under Section 2.09, so that the Borrower will have no liability under such Section with respect to such payment. If the Borrower and such Lender shall pay interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. Any payment by the Borrower under this Section shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make its Additional Term Loan to the Administrative Agent.
Appears in 2 contracts
Samples: Financing Agreement (Delek US Holdings, Inc.), Financing Agreement (Delek US Holdings, Inc.)
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent Agent, or in the case of a Revolving Loan, the Revolving Loan Representative (with a copy to the Administrative Agent), prior written notice in substantially the form of Exhibit C hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no ), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is (i) in the case of any Term Loan and any Revolving Loan that is a LIBOR Rate Loan, 3 Business Day before Days prior to the requested date for the making of the Loansproposed Loan (or, in each case, such shorter period as the Administrative Agent or the Revolving Loan Representative, as applicable, is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time)) and (ii) in the case of a Revolving Loan that is a Reference Rate Loan, the borrowing date of such proposed Loan. The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the proposed Loan, (ii) whether such Loan is requested Loansto be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which shall must be a Business Day Day, and, with respect to the Restatement Term Loan, must be the Restatement Effective Date. The Administrative Agent, the Revolving Loan Representative and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent or the Revolving Loan Representative, as the case may be, in good faith to be from the Administrative Borrower (iior from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent or the Revolving Loan Representative, as applicable). Each Borrower hereby waives the right to dispute the Administrative Agent’s or the Revolving Loan Representative’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent, the Revolving Loan Representative and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent and the Revolving Loan Representative receives written notice to the contrary. The Administrative Agent, the Revolving Loan Representative and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. The aggregate principal amount of each Revolving Loan shall be in a minimum amount of $100,000 and in integral multiples of $50,000 in excess thereof.
(i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested Tranche A hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Revolving Loan Representative may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Revolving Loan Representative to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (A) the Revolving Loan Representative shall in no event fund any such Revolving Loans if the Revolving Loan Representative shall have received written notice from any Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (B) the Revolving Loan Representative shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and Tranche B Loan. Upon the Revolving Loan Representative elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of BorrowingBorrowing requesting such Revolving Loan, the Administrative Agent Revolving Loan Representative shall promptly notify each Revolving Loan Lender of the contents thereof and specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Revolving Loan Representative notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Revolving Loan Representative, in immediately available funds, in the Revolving Loan Representative’s Account no later than 3:00 p.m. (New York City time) (provided that the Revolving Loan Representative requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Revolving Loan Representative will make the proceeds of such Revolving Loans available to the Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Revolving Loan Representative in the Revolving Loan Representative’s Account or the amount funded by the Revolving Loan Representative on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Administrative Borrower.
(iii) If the Revolving Loan Representative has notified the Revolving Loan Lenders that the Revolving Loan Representative, on behalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Revolving Loan Representative may assume that each such Revolving Loan Lender has made such amount available to the Revolving Loan Representative on such day and the Revolving Loan Representative, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrowers on such day. If the Revolving Loan Representative makes such corresponding amount available to the Borrowers and such corresponding amount is not in fact made available to the Revolving Loan Representative by any such Revolving Loan Lender, the Revolving Loan Representative shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Revolving Loan Representative, at the Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Revolving Loan Representative, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Revolving Loan Representative to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Revolving Loan Representative for its own account. Upon any such failure by a Revolving Loan Lender to pay the Revolving Loan Representative, the Revolving Loan Representative shall promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall immediately pay such corresponding amount to the Revolving Loan Representative for its own account.
(iv) Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Revolving Loan Representative or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.
(i) With respect to all periods for which the Revolving Loan Representative has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Revolving Loan Representative may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Revolving Loan Representative shall notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan to be made by Lender’s initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Revolving Loan Representative requests payment from such Lender on the requested date specified therein.
(b) Not not later than 11:00 A.M. 12:00 noon (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall such day) make available to the Administrative Agent, Revolving Loan Representative its Pro Rata Share of the difference in Dollars in funds immediately available funds. In the event that such amount is less than such unpaid principal amount, the Revolving Loan Representative shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Revolving Loan Representative shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Revolving Loan Representative shall determine that it is desirable to present claims against the Borrowers for repayment, each Revolving Loan Lender shall promptly remit to the Administrative Agent at Revolving Loan Representative or, as the offices case may be, the Revolving Loan Representative shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Administrative AgentRevolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender’s interest in the Loan(sthen outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Revolving Loan Representative and each Revolving Loan Lender under this Section 2.02(d) shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to be made receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender.
(ii) In the event that any Revolving Loan Lender on such date. Any Lender’s failure fails to make any Loan payment required to be made by it on the requested date therefor shall not relieve any other Lender of its obligation pursuant to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such dateSection 2.02(d)(i), the Administrative Agent may assume that Revolving Loan Representative shall be entitled to recover such Lender has made corresponding amount on demand from such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower payment was due until the date such amount shall have been repaid is paid to the Administrative Agent Revolving Loan Representative, at the applicable Interest Federal Funds Rate until (and including) the third for 3 Business Day after demand is made Days and thereafter at the Default Reference Rate.
(d) All Loans made available . During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Revolving Loan Representative, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Revolving Loan Representative to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Revolving Loan Representative for its own account. Upon any such failure by a Revolving Loan Lender to pay the Revolving Loan Representative, the Revolving Loan Representative shall promptly thereafter notify the Administrative Agent Borrower of such failure and the Borrowers shall immediately pay such corresponding amount to the Revolving Loan Representative for its own account. Nothing in accordance with this Section 1.02(b2.02(d)(ii) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, deemed to the Borrower relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to its order prejudice any rights that the Revolving Loan Representative or the Borrowers may have against any Revolving Loan Lender as a result of any default by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.
Appears in 2 contracts
Samples: Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc)
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Revolving Credit Loans shall be irrevocable) no made pursuant to a Revolving Credit Borrowing. Each Revolving Credit Borrowing shall be made on notice, given by the Borrower to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for the making of the proposed Revolving Credit Borrowing; PROVIDED, HOWEVER, that in the case of Eurodollar Rate Loans, the Borrower shall give notice to the Agent three Business Days prior to the date of the proposed Revolving Credit Borrowing. The Each such notice (a "NOTICE OF BORROWING") shall be in substantially the form of EXHIBIT B. Revolving Credit Loans shall be made as Base Rate Loans unless (subject to Section 2.11) the Notice of Borrowing specifies that all or a pro rata portion thereof shall specify (i) be Eurodollar Rate Loans; PROVIDED, HOWEVER, that the requested date for the making aggregate of the requested Loans, which Eurodollar Rate Loans for each Interest Period must be in an amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof.
(b) Each Swing Loan shall be a Business Day made upon such notice as the Swing Loan Bank and the Borrower shall agree. All Swing Loan Borrowings shall be made as Base Rate Loans.
(iic) The Agent shall give to each Lender prompt notice of the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon Agent's receipt of the a Notice of Borrowing with respect to Revolving Credit Loans and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Administrative Agent shall promptly notify each information required under Section 2.9. Each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than shall, before 11:00 A.M. (New York City time) on the requested date on which of the Loans are proposed Revolving Credit Borrowing, make available for the account of its Applicable Lending Office to be disbursedthe Agent at its address referred to in Section 10.2, each Lender shall in immediately available funds, such Lender's Ratable Portion of such proposed Revolving Credit Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Administrative AgentBorrower in a bank account maintained by the Borrower at CUSA.
(d) Each Borrowing shall be in an aggregate amount of not less than $1,000,000.
(e) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any proposed Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Borrower 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 Dollars such Notice of Borrowing for such proposed Revolving Credit Borrowing the applicable conditions set forth in funds immediately available to the Administrative Agent at the offices Article III, including, without limitation, any loss (including, without limitation, loss of anticipated profits), cost or expense incurred by reason of the Administrative Agent, the Loan(s) liquidation or reemployment of deposits or other funds acquired by such Lender to fund any Eurodollar Rate Loan to be made by such Lender as part of such proposed Borrowing when such Eurodollar Rate Loan, as a result of such failure, is not made on such date. Any Lender’s failure to make There shall be no more than six separate Interest Periods in the aggregate outstanding at any Loan to be made by it on the requested date therefor shall not relieve any other Lender one time in respect of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureEurodollar Rate Loans.
(cf) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any proposed Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender's Ratable Portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds Ratable Portion available to the Administrative Agent on the date of such date Revolving Credit Borrowing in accordance with this Section 1.02(b) 2.2 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to the Loans comprising such Borrowing and (and includingii) in the third Business Day after demand is made and thereafter at case of such Lender, the Default Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have to the Borrower hereunder.
(dg) All Loans The failure of any Lender to make the Loan to be made available by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of such Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Borrowing.
Appears in 2 contracts
Samples: Credit Agreement (Elder Beerman Stores Corp), Credit Agreement (Elder Beerman Stores Corp)
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Except as otherwise provided in Section 2.03(c), each Borrowing shall be irrevocable) no made on notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for the making of the Loans. The Notice proposed Borrowing in the case of a Borrowing shall specify consisting of Eurodollar Rate Loans or (iy) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each applicable Lender prompt notice thereof by telecopier or any other electronic means agreed to by the Agent. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed promptly in writing, or by telecopier (or any other electronic means agreed to by the Agent), in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan. Each applicable Lender shall, before 1:00 P.M. (New York City time) on which the Loans are date of such Borrowing make available for the account of its Applicable Lending Office to be disbursedthe Agent at the Agent’s Account, each Lender shall in same day funds, such Lender’s Ratable Share of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Administrative Borrower at the Agent, ’s address referred to in Dollars Section 9.02(a).
(b) Anything in funds immediately available subsection (a) above to the Administrative Agent at contrary notwithstanding, (i) the offices Borrower may not select Eurodollar Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Administrative AgentLenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate Loans may not be outstanding as part of more than eighteen separate Borrowings.
(c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower delivering such notice. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Loan(s) Borrower shall indemnify each applicable Lender against any loss, cost or expense incurred by such Lender as a result of any failure of the Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (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 Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(cd) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed time of any Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02, as applicable, and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available time to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of Loans comprising such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.Borrowing and
Appears in 2 contracts
Samples: Debtor in Possession Credit Agreement, Debtor in Possession Credit Agreement
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Each Committed Borrowing under Section 2.1 shall be irrevocablemade on the Borrower's oral or written notice given by the Borrower to the Agent:
(i) no not later than 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for the making of the Loans. The Notice proposed Committed Borrowing in the case of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and Committed LIBOR Rate Loan;
(ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not not later than 11:00 A.M. (New York City time) on the Business Day immediately preceding the date of the proposed Committed Borrowing in the case of an Early Funding ABR Loan; and
(iii) not later than 11:00 A.M. (New York City time) on the same Business Day of the proposed Committed Borrowing in the case of any other ABR Loan. With respect to any oral notice of borrowing given by the Borrower, the Borrower shall promptly thereafter confirm such notice in writing. Each written notice of borrowing and each confirmation of an oral notice of borrowing shall be in substantially the form of Exhibit A hereto ("Notice of Borrowing"). Each Notice of Borrowing shall be signed by the Borrower and shall specify therein the requested (i) date of such Committed Borrowing, (ii) Type of Loans comprising such Committed Borrowing, (iii) aggregate amount of such Committed Borrowing and (iv) with respect to any Committed LIBOR Rate Loan, the Interest Period for each such Loan. Upon receipt of any such notice, the Agent shall promptly notify each Bank thereof. Each Bank shall, before 1:00 P.M. (New York City time) on which the Loans are to be disburseddate of such Committed Borrowing, each Lender shall make available to the Administrative AgentAgent at its address referred to in Section 11.2, in Dollars in funds immediately available funds, such Bank's applicable Pro Rata Percentage of such Committed Borrowing; provided, however, that, in the event of a requested ABR Loan with respect to which the Administrative Agent at the offices Borrower has delivered its notice of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it borrowing on the Business Day immediately preceding the requested date therefor Borrowing Date (an "Early Funding ABR Loan"), each Bank shall not relieve any other Lender make its applicable Pro Rata Percentage of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to Committed Borrowing before 10:00 A.M. (New York City time) on the requested Borrowing Date. The Agent shall, no later than 2:00 P.M. (New York City time) on such date on (or no later than 11:00 A.M. (New York City time), in the case of an Early Funding ABR Loan), make available to the Borrower the proceeds of the Committed Loans received by the Agent hereunder by crediting such account of the Borrower which the Loans are Agent and the Borrower shall from time to time designate. Each Notice of Borrowing shall be disbursed irrevocable and binding on the Borrower.
(b) Unless the Agent shall have received notice from a Bank at least two hours prior to the applicable time described in clause (a) above by which such Bank is required to deliver its funds to the Agent with respect to any Committed Borrowing that such Lender Bank will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Bank's applicable Pro Rata Percentage of such dateCommitted Borrowing, the Administrative Agent may assume that such Lender Bank has made such funds portion available to the Administrative Agent on the date of such date Committed Borrowing in accordance with Section 1.02(b2.2(a) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in a corresponding amount. If such amount is made available to the Agent on a date after such date of Committed Borrowing, such Bank shall pay to the Agent on demand an amount equal to the principal product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such Bank's applicable Pro Rata Percentage of such Committed Borrowing, times (iii) a fraction, the Loan(snumerator of which is the number of days that elapse from and including such date of Committed Borrowing to the date on which such Bank's applicable Pro Rata Percentage of such Committed Borrowing shall have become immediately available to the Agent and the denominator of which is 360. A certificate of the Agent submitted to any Bank with respect to any amounts owing under this Section 2.2(b) shall be conclusive in the absence of manifest error. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Committed Borrowing for purposes of this Agreement. If such Bank's applicable Pro Rata Percentage of such Committed Borrowing is not in fact made available to the Agent by such Bank within one Business Day of such date of Committed Borrowing, the Agent shall be entitled to recover such amount with interest thereon at the rate per annum, equal to (i) the ABR (in the case of ABR Loans) or (ii) the Federal Funds Effective Rate (in the case of Committed LIBOR Rate Loans), on demand, from the Borrower.
(c) The failure of any Bank to make the Loan to be made by it as part of any Committed Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Committed Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such Lender other Bank on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Committed Borrowing.
Appears in 2 contracts
Samples: Senior a Credit Agreement (Reliant Energy Inc), Senior Credit Agreement (Reliant Energy Inc)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit B hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the requested borrowing date on of the proposed Loan). Such Notice of Borrowing shall (i) be irrevocable, (ii) specify (A) the principal amount of the proposed Loan, (B) the use of the proceeds of such proposed Loan, and (C) the proposed borrowing date, which must be a Business Day and shall not occur more than one time each week unless an additional weekly borrowing date is consented to by the Loans are Agent and the Required Lenders and (iii) be delivered to the Administrative Agent together with the documents required by Section 5.02(e). The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be disbursed, each Lender shall make available from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith.
(c) Except as otherwise provided in this subsection 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 2 contracts
Samples: Financing Agreement (Imperial Holdings, LLC), Financing Agreement (Imperial Holdings, LLC)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit B hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 1:00 p.m. (New York City time) on the third date which is 3 Business Days prior to the date of the proposed Loan (in the case of a Eurodollar Rate Loan), or not later than 1:00 p.m. (New York time) on the date that is 1 Business Day before prior to the requested date for the making of the Loansproposed Loan (in the case of a Reference Rate Loan) (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). The Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount and type (either a Revolving Loan or a Term Loan) of the requested Loansproposed Loan, (ii) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a Eurodollar Rate Loan, and (iv) in the case of a Eurodollar Rate Loan, the initial Interest Period applicable thereto, which shall be a Business Day period contemplated by the definition of the term "Interest Period." If no Interest Period is specified with respect to any requested Eurodollar Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Eurodollar Rate Loan shall be made in a minimum amount of $100,000 and shall be in integral multiples of $50,000 in excess thereof. The Borrower shall have not more than 4 Eurodollar Rate Loans in effect at any given time.
(i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the principal amount number of each requested Tranche A fund transfers among the Borrower, the Agents and the Lenders, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Borrower gives a Notice of Borrowing requesting a Revolving Loan and Tranche B Loan. Upon the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of BorrowingBorrowing requesting such Revolving Loan, the Administrative Agent shall promptly notify each Revolving Loan Lender of the contents thereof and specifics of the principal amount of each requested Revolving Loan to be made by such Lender on and that it will not fund the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested date Revolving Loan on which behalf of the Loans are to be disbursedRevolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars immediately available funds, in funds immediately the Administrative Agent's Account no later than 3:00 p.m. (New York time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrower on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent at in the offices Administrative Agent's Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Borrower.
(iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Revolving Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such dateLenders, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available fund a particular Revolving Loan pursuant to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such dateSection 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such funds amount available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrower and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Revolving Loan Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by on demand from such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount to the Administrative Agent for its own account.
(iv) Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.
(i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a "Settlement Period"), the Administrative Agent shall notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender's initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York time) if the Administrative Agent requests payment from such Lender not later than 12:00 noon (New York time) on such day) make available to the Administrative Agent its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrower for repayment, each Revolving Loan Lender shall promptly remit to the Administrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender's interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this Section 2.02(d) shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender.
(ii) In the event that any Revolving Loan Lender fails to make any payment required to be made by it pursuant to Section 2.02(d)(i), the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall have been repaid promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount to the Administrative Agent at the applicable Interest Rate until (and includingfor its own account. Nothing in this Section 2.02(d)(ii) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to or the Borrower or to its order may have against any Revolving Loan Lender as a result of any default by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.
Appears in 2 contracts
Samples: Financing Agreement (Motorcar Parts America Inc), Financing Agreement (Motorcar Parts America Inc)
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit B hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Days prior to the date of the proposed Loan (in the case of a LIBOR Rate Loan), or not later than 12:00 noon (New York time) on the date which is one (1) Business Day before prior to the requested date for the making of the Loansproposed Loan (in the case of a Reference Rate Loan); provided, however that the Administrative Borrower shall provide the Administrative Agent with no less than fifteen (15) days prior written notice of a request to borrow a Delayed Draw Term Loan. The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount and type of the requested Loansproposed Loan, (ii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a Business Day period contemplated by the definition of the term “Interest Period”. The Administrative Agent and the Lenders may act without liability upon the basis of written, facsimile or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing, absent manifest error. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $500,000. The Delayed Draw Term Loan shall be made in an amount equal to $15,000,000. The Borrowers shall have not more than seven (7) LIBOR Rate Loans in effect at any given time.
(i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Initial Term Loan Commitment, the Total Delayed Draw Term Loan Commitment and the Total Revolving Credit Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the principal amount number of each requested Tranche A fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in subsection 2.02(d); provided, however, that (A) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (B) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and Tranche B Loan. Upon the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of BorrowingBorrowing requesting such Revolving Loan, the Administrative Agent shall promptly notify each Revolving Loan Lender of the contents thereof and specifics of the principal amount of each requested Revolving Loan to be made by such Lender on and that it will not fund the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested date Revolving Loan on which behalf of the Loans are to be disbursedRevolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars immediately available funds, in funds immediately the Administrative Agent’s Account no later than 3:00 p.m. (New York time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent at in the offices Administrative Agent’s Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Administrative Borrower.
(iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Revolving Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such dateLenders, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available fund a particular Revolving Loan pursuant to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such datesubsection 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such funds amount available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower Borrowers on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrowers and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Revolving Loan Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by on demand from such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall promptly pay such corresponding amount to the Administrative Agent for its own account.
(iv) Nothing in this subsection 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.
(i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to subsection 2.02(c), on Thursday of each week, or if the applicable Thursday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Administrative Agent shall notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender’s initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York time) if the Administrative Agent requests payment from such Lender not later than 12:00 noon (New York time) on such day) make available to the Administrative Agent its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrowers for repayment, each Revolving Loan Lender shall promptly remit to the Administrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender’s interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this subsection 2.02(d) shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender.
(ii) In the event that any Revolving Loan Lender fails to make any payment required to be made by it pursuant to subsection 2.02(d)(i), the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall have been repaid promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall promptly pay such corresponding amount to the Administrative Agent at the applicable Interest Rate until (and includingfor its own account. Nothing in this subsection 2.02(d)(ii) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed or the Borrowers may have against any Revolving Loan Lender as a result of any default by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.
Appears in 2 contracts
Samples: Financing Agreement (Xponential Fitness, Inc.), Financing Agreement (Xponential Fitness, Inc.)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit B hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 1:00 p.m. (New York City time) on the third date which is 3 Business Days prior to the date of the proposed Loan (in the case of a Eurodollar Rate Loan), or not later than 1:00 p.m. (New York time) on the date that is 1 Business Day before prior to the requested date for the making of the Loansproposed Loan (in the case of a Reference Rate Loan) (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). The Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount and type (either a Revolving Loan or a Term Loan) of the requested Loansproposed Loan, (ii) the proposed borrowing date, which must be a Business Day, (iii) whether the proposed Loan is to be a Reference Rate Loan or a Eurodollar Rate Loan, and (iv) in the case of a Eurodollar Rate Loan, the initial Interest Period applicable thereto, which shall be a Business Day and (ii) period contemplated by the principal amount definition of each the term "Interest Period." If no Interest Period is specified with respect to any requested Tranche A Eurodollar Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. If no election as to the type of Loan and Tranche B is specified, then the requested Loan shall be a Reference Rate Loan. Upon receipt The Administrative Agent and the Lenders may act without liability upon the basis of the Notice of Borrowingwritten, telecopied or telephonic notice believed by the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan in good faith to be made by such Lender on from the requested date specified therein.
Borrower (b) Not later than 11:00 A.M. (New York City time) on or from any Authorized Officer thereof designated in writing purportedly from the requested date on which the Loans are to be disbursed, each Lender shall make available Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Borrower hereby waives the right to the Administrative Agent at the offices of dispute the Administrative Agent, 's record of the Loan(s) to be made by terms of any such Lender on such datetelephonic Notice of Borrowing. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other The Administrative Agent and each Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from entitled to rely conclusively on any Authorized Officer's authority to request a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender Loan on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have been repaid no duty to verify the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions authenticity of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the signature appearing on any written Notice of Borrowing.
Appears in 2 contracts
Samples: Financing Agreement (Motorcar Parts America Inc), Financing Agreement (Motorcar Parts America Inc)
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Each Loan shall be irrevocable) no made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for the making of the proposed Loan (in the case of a Borrowing consisting of Eurodollar Rate Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not or given not later than 11:00 A.M. (New York City time) on the requested date on which Business Day of the Loans are to be disbursedproposed Loan (in the case of a Loan consisting of Base Rate Loans), each Lender shall make available by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of Borrowing (a “Notice of Borrowing”) shall be by telecopier, in Dollars substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in funds immediately the case of a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the offices its address referred to in Section 8.02, in same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.02, the Loan(sAdministrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address.
(b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Borrower 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 Borrowing, the applicable conditions set forth in Section 3.02, including, without limitation, any loss (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 Loan to be made by such Lender on as part of such dateBorrowing. Any Lender’s failure The Borrower shall pay amounts owing to make any Loan Lender pursuant to be made by it on the requested date therefor shall not relieve any other this Section 2.02(b) within 30 days after receipt from such Lender of its obligation a certificate setting forth in reasonable detail the calculation of the amount such Lender is entitled to make any Loan to claim under this Section 2.02(b) (which certificate shall be made by such other Lender on such dateconclusive and binding for all purposes, but such other Lender shall not be liable for such failureabsent manifest error).
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to Loans comprising such 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 Loan as part of such Borrowing for purposes of this Agreement (and including) such Loan shall be deemed to have been made by such Lender on the third Business Day after demand date on which such amount is made and thereafter at so repaid to the Default RateAdministrative Agent).
(d) All Loans The failure of any Lender to make the Loan to be made available by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of such Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Borrowing.
Appears in 2 contracts
Samples: 364 Day Term Loan Agreement (Becton Dickinson & Co), 364 Day Bridge Term Loan Agreement (Becton Dickinson & Co)
Making the Loans. (a) The Borrower shall give Each Borrowing of the Administrative Agent notice (Loans and each continuation of the “Notice of Borrowing”) (which notice Loans shall be irrevocable) no made upon the Borrower’s irrevocable notice to the Lender, which may be given by telephone. Each such notice must be received by the Lender not later than 11:00 A.M. (2:00 p.m., New York City time) on the third , three Business Day before Days prior to the requested date for the making of such Borrowing of or continuation of the Loans. The Each telephonic notice by the Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery to the Lender of a written Loan/Continuation Notice in the form of Borrowing Exhibit A, appropriately completed and signed by a Responsible Officer of the Borrower. Each Loan/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing of the Loans or a continuation of all or a portion the Loans, (ii) the requested date for of such Borrowing or continuation, as the making of the requested Loans, case may be (which shall be a Business Day and Day), (iiiii) the principal amount of each requested Tranche A Loan the Loans to be borrowed or continued and Tranche B Loan. Upon receipt (iv) the duration of the Notice Interest Period(s) with respect thereto. If the Borrower requests a Borrowing or continuation of Borrowingthe Loans in any such Loan/Continuation Notice, but fails to specify an Interest Period, the Administrative Agent Borrower will be deemed to have specified an Interest Period of one month. If the Borrower fails to provide a notice requesting a continuation of any Eurodollar Loans within the time period required above, such Loans shall promptly notify each Lender be continued with an Interest Period of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinone month.
(b) Not later than 11:00 A.M. (New York City time) on In the requested date on which case of a Borrowing of Loans, following receipt of a Loan/Continuation Notice and upon satisfaction of the Loans are to be disbursedapplicable conditions set forth in Section 4.01, each the Lender shall make such requested Borrowing available to the Administrative AgentBorrower either by wire transfer of such funds or by crediting the account of the Borrower on the books of the Lender on the date requested by the Borrower, in Dollars each case in funds immediately available accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent at Lender by the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureBorrower.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender There shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds more than six Interest Periods in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent effect at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rateany time.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 2 contracts
Samples: Term Loan Agreement, Term Loan Agreement (Weyerhaeuser Co)
Making the Loans. (a) The Borrowing on the Closing Date shall be made on notice by the Borrower shall give to the Administrative Agent Agent, given not later than 2:00 p.m. on the first Business Day prior to the Closing Date, if such Borrowing shall be a Base Rate Borrowing, and on the third Business Day prior to the Closing Date, if such Borrowing shall be a Eurodollar Borrowing. The notice of the Borrowing (the “Notice of Borrowing”) (which notice shall be irrevocable) by telephone, confirmed immediately in writing in the form of Exhibit C, via fax or by electronic mail in “.pdf” format, specifying the date, principal amount, Type and, in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto. If no later than 11:00 A.M. (New York City time) on election as to the third Business Day before Type of Borrowing is specified, then the requested date for Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the making Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of the Loans. Notice of Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender’s Loan to be made as part of the Borrowing.
(b) The Notice of Borrowing shall specify (i) be irrevocable and binding on the requested date for the making Borrower. The Borrower shall pay to each Lender all amounts required to be paid pursuant to Section 2.09 as a result of a any failure of the requested LoansBorrower to fulfill, which shall be a Business Day and (ii) on or before the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of date specified in the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender conditions set forth in Section 3.01 whereby the Loans, as a result of such failure of the contents thereof and of the principal amount of each Loan to be Borrower, are not made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureClosing Date.
(c) Unless Each Lender shall, before 11:00 a.m. on the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (Closing Date, make available in immediately available funds in New York, New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available wire transfer to the Administrative Agent on Agent’s Account, such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate’s Commitment.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 2 contracts
Samples: Credit Agreement (PLBY Group, Inc.), Credit Agreement (PLBY Group, Inc.)
Making the Loans. (a) The Initial Borrowing shall be made on notice, given not later than (x) 12:00 noon on the third Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon on the Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Such notice of the Administrative Agent notice Initial Borrowing (the “Notice of Initial Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which notice shall be irrevocablethe Effective Date and a Business Day), (ii) no later than 11:00 A.M. Type of Loans comprising the Initial Borrowing, (New York City timeiii) aggregate amount of the Initial Borrowing, and (iv) in the case of an Initial Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 2:00 p.m. on the third Business Day before date of the requested date Initial Borrowing, make available for the making account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of the LoansInitial Borrowing. The After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Borrowing shall specify Initial Borrowing.
(b) Anything in subsection (a) above to the contrary notwithstanding, (i) the requested date Borrower may not select Eurodollar Rate Loans for any Borrowing if the making aggregate amount of such Borrowing is less than $5,000,000 or less than an integral multiple of $500,000 in excess thereof or if the obligation of the requested LoansLenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 2.06 or 2.10, which shall be a Business Day and (ii) at no time shall there be more than three (3) different Interest Periods outstanding for Eurodollar Rate Loans.
(c) The Notice of Initial Borrowing shall be irrevocable and binding on the principal amount of each requested Tranche A Loan and Tranche B LoanBorrower. Upon receipt of If the Notice of BorrowingInitial Borrowing specifies that the Initial Borrowing is to be comprised of Eurodollar Rate Loans, the Administrative Agent Borrower shall promptly notify indemnify each Lender against any loss, cost or expense reasonably incurred by such Lender as a result of any failure (i) to fulfill on or before the date specified in the Notice of Initial Borrowing the applicable conditions set forth in Article III or (ii) to otherwise borrow the Eurodollar Rate Loans requested by the Borrower in the Notice of Initial Borrowing on such date (and shall set forth such indemnification obligation in the Notice of Initial Borrowing), including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the contents thereof and liquidation or reemployment of deposits or other funds acquired by such Lender to fund the principal amount of each Loan to be made by such Lender as part of the Initial Borrowing when such Loan, as a result of any such failure, is not made on the requested date specified thereinsuch date.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(cd) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which time of the Loans are to be disbursed Initial Borrowing that such Lender will not make available to the Administrative Agent funds with respect to such Lender’s Ratable Share of the Loan(s) requested to be made by such Lender on such dateInitial Borrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on such the date of the Initial Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Share available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by within one Business Day after demand for such Lender and within three Business Days after demand for the Borrower such corresponding amount together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to Loans comprising the Initial Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If the Borrower and including) such Lender shall pay such interest to the third Business Day after demand is made and thereafter at Agent for the Default Ratesame or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of the Initial Borrowing for purposes of this Agreement.
(de) All Loans The failure of any Lender to make the Loan to be made available by it as part of the Initial Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of the Initial Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Initial Borrowing.
Appears in 2 contracts
Samples: 364 Day Term Loan Agreement (Arizona Public Service Co), Term Loan Agreement (Arizona Public Service Co)
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent notice prior telephonic notice, immediately confirmed in writing in substantially the form of Exhibit C (the “a "Notice of Borrowing”) (which notice shall be irrevocable) no "), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days (or, in the requested case of a Term Loan made after the Effective Date, 30 days) prior to the date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the date of borrowing of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether the Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a LIBOR Rate Loan and, each Lender shall make available in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed date of borrowing (which date of borrowing must be a Business Day and, in the case of the initial Term Loan, must be the Effective Date). The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purporting to be from the Administrative Borrower to the Administrative Agent, in Dollars in funds immediately available ). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Term Loan made after the Effective Date pursuant to Section 2.01(a)(ii) shall be in a minimum principal amount of $25,000,000 and integral multiples of $1,000,000.
(c) Except as otherwise provided in this Section 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their respective Effective Date Pro Rata Share of the Total Effective Date Term Loan Commitment and Delayed Draw Pro Rata Share of the Total Delayed Draw Term Loan Commitment, as applicable, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure 's obligation to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on under the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 2 contracts
Samples: Financing Agreement, Financing Agreement (Westmoreland Resource Partners, LP)
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (promptly confirmed in writing, in substantially the “form of Exhibit D hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. (i) in the case of a borrowing consisting of Reference Rate Loans, 12:00 noon (New York City time) on the third Business Day before the requested borrowing date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day proposed Reference Rate Loan and (ii) in the principal amount case of each requested Tranche A Loan and Tranche B Loan. Upon receipt a borrowing consisting of the Notice of BorrowingLIBOR Loans, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. 12:00 noon (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available that is three Business Days prior to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices proposed borrowing). Such Notice of the Administrative Agent, the Loan(sBorrowing shall be irrevocable and shall specify (i) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(sproposed Loan, (ii) to be made by whether such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) Loan is requested to be made by a Reference Rate Loan or a LIBOR Loan and, in the case of a LIBOR Loan, the initial Interest Period with respect thereto, (iii) the proposed borrowing date, which must be a Business Day, and (iv) whether such Lender on such date Loan is requested to be a Revolving A Loan or a B-Loan. The Administrative Agent and the Administrative Agent shall have so made available to Lenders may act without liability upon the Borrower funds in an amount equal to the principal amount basis of the Loan(s) to be made by such Lender on behalf of such Lenderwritten, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower until (or from any Authorized Officer thereof designated in writing purportedly from the date such amount shall have been repaid Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing absent manifest error. The Administrative Agent at and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the applicable Interest Rate Borrowers until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by receives written notice to the contrary. The Administrative Agent not later than 3:00 P.M. (New York City time) on and the requested date therefor, Lenders shall have no duty to verify the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions authenticity of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving A Loan that is a LIBOR Loan shall be made in a minimum amount of $1,000,000 and in integral multiples of $500,000 in excess thereof; it being agreed and understood that no such minimum amounts shall apply with respect to Revolving A Loans that are Reference Rate Loans. Each B-Loan shall be made in a minimum amount of $2,500,000.
Appears in 2 contracts
Samples: Financing Agreement (Milacron Inc), Financing Agreement (Milacron Inc)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior written notice (in substantially the “form of Exhibit D hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than (x) in the case of a borrowing consisting of a Reference Rate Loan, 11:00 A.M. a.m. (New York City time) on the third Business Day before the requested borrowing date for the making of the Loans. The Notice proposed Reference Rate Loan, and (y) in the case of Borrowing shall specify (i) the requested date for the making a borrowing consisting of the requested LIBOR Rate Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. a.m. (New York City time) on a date that is three (3) Business Days prior to the date of the proposed borrowing. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan (which, in the case of a LIBOR Rate Loan, must be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof), (ii) whether such Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Notwithstanding anything to the contrary herein, all Loans made on the Effective Date shall be Reference Rate Loans. Thereafter all or any portion of the Loans maybe converted into LIBOR Rate Loans in accordance with the terms of Section 2.09.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $50,000.
(i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment and the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrower, the Agents and the Lenders, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in subsection 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 4.02 will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 4.02 have been satisfied. If either (x) the Borrower gives a Notice of Borrowing requesting a Revolving Loan that is a LIBOR Rate Loan or (y) the Administrative Agent elects not to fund a requested Revolving Loan that is a Reference Rate Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars immediately available funds, in funds the Administrative Agent's Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrower on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent in the Administrative Agent's Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Borrower.
(iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to subsection 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrower on such day. If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the offices of Federal Funds Rate for three Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Loan(s) Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of Administrative Agent for its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureown account.
(civ) Unless Nothing in this subsection 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.
(i) With respect to each LIBOR Rate Loan, on the first and the last date of each Interest Period, and with respect to all periods for which the Administrative Agent, on behalf of the Revolving Loan Lenders, has funded Revolving Loans that are Reference Rate Loans pursuant to subsection 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such Interest Period, week or shorter period being herein called a "Settlement Period"), the Administrative Agent shall have received notice notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender's initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from a such Lender prior to 10:00 A.M. not later than 12:00 noon (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not day) make available to the Administrative Agent funds with respect to its Pro Rata Share of the Loan(s) requested to be made by difference in immediately available funds. In the event that such Lender on amount is less than such dateunpaid principal amount, the Administrative Agent may assume shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that such it is desirable to present claims against the Borrower for repayment, each Revolving Loan Lender has made such funds available shall promptly remit to the Administrative Agent on such date in accordance with Section 1.02(b) and or, as the Administrative Agent in its sole discretion maycase may be, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.Administrative
Appears in 2 contracts
Samples: Financing Agreement (Xanodyne Pharmaceuticals Inc), Financing Agreement (Xanodyne Pharmaceuticals Inc)
Making the Loans. (a) The Borrower Each Borrowing with respect to a Warehouse Loan shall give the Administrative Agent be made on notice (the “a "Notice of Warehouse Borrowing”) ("), substantially in the form of Exhibit O-1 hereto, appropriately completed and executed by an Authorized Signatory of Borrower, which notice shall Notice of Warehouse Borrowing must be irrevocable) no received by Lender not later than 11:00 A.M. 2:00 p.m. (New York City time) on the Business Day prior to the proposed Borrowing Date by Borrower to Lender; provided that, if any of the Eligible Contracts to be pledged in connection with a Warehouse Loan are Clean-up Call Contracts, the related Notice of Warehouse Borrowing must be received by Lender not later than 2:00 p.m. (New York City time) on the third (3rd) Business Day before the requested date for the making of the Loans. The month of the Borrowing Date proposed by Borrower to Lender; provided further, that there shall be no more than one Notice of Warehouse Borrowing shall specify per Business Day and no more than five (i5) the requested date for the making Notices of the requested Loans, which shall Warehouse Borrowing per week (except that there may be one additional Notice of Warehouse Borrowing delivered on a Business Day and on which a Notice of Warehouse Borrowing with respect to a Clean-up Call Loan is delivered and, if such an additional Notice of Warehouse Borrowing is delivered on such a Business Day, a total of six (ii6) Notices of Warehouse Borrowing may be delivered during the principal amount week in which such Business Day falls). Each such Notice of each requested Tranche A Loan and Tranche B Warehouse Borrowing shall be irrevocable. In the case of any Clean-up Call Loan, Borrower shall deliver to Lender a copy of the related Notice of Clean-up Call, together with a notice to Lender of Borrower's intent to deliver a Notice of Warehouse Borrowing with respect to such Clean-up Call Loan, no later than the Business Day immediately following the date on which such Notice of Clean-up Call shall have been delivered to the indenture trustee in the related securitization. Upon receipt fulfillment of the Notice applicable conditions set forth in Article IV hereof, Lender shall make the proceeds of Borrowinga Borrowing made on notice in accordance with this Section 2.03(a) available to Borrower in immediately available funds to such account or accounts as Borrower shall designate to Lender in writing. Except in the case of Borrowings with respect to Clean-up Call Loans pursuant to Section 2.06, proceeds of a Borrowing in accordance with the Administrative Agent preceding sentence shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinproposed Borrowing Date, but in no event earlier than 2:00 p.m. (New York City time) on such Borrowing Date.
(b) Not Subject to the terms and conditions of this Agreement, Lender shall make Supplemental Loans pursuant to the provisions of the related Confirmation Statement, and any Supplemental Loan hereunder shall be made upon a written Borrowing request (a "Supplemental Borrowing Request"), substantially in the form of Exhibit O-2 hereto, appropriately completed and executed by an Authorized Signatory of Borrower, which Supplemental Borrowing Request must be received by Lender not later than 11:00 A.M. 2:00 p.m. (New York City time) on the requested date Business Day prior to the Borrowing Date for such Supplemental Loan proposed by Borrower to Lender in such Supplemental Borrowing Request; provided, that there shall be no more than one Supplemental Borrowing Request per week and no more than four (4) Borrowing Dates per calendar month on which the Loans are to a Supplemental Borrowing Request is delivered. Each such Supplemental Borrowing Request shall be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices irrevocable. Upon execution and delivery by Borrower of the Administrative Agent, related Confirmation Statement in accordance with Section 2.07 hereof (and fulfillment of the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such dateapplicable conditions set forth in Article IV hereof), but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. in no event earlier than 2:00 p.m. (New York City time) on the proposed Borrowing Date, Lender shall make the proceeds of a Borrowing requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with this Section 1.02(b2.03(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds to such account or accounts as Borrower shall designate to Lender in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowingwriting.
Appears in 2 contracts
Samples: Warehouse Lending Agreement (Triad Financial Corp), Warehouse Lending Agreement (Triad Financial Corp)
Making the Loans. (a) The Borrower shall give the Administrative Agent Lenders prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit A hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) or such shorter period as the requested date for the making of the requested LoansLenders are willing to accommodate from time to time, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether the Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which must be the Effective Date. The Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Lenders in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Lenders).
(b) All Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephone notice (immediately confirmed in writing, in substantially the “form of Exhibit A hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no "), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Day before Days prior to the requested date for the making of the Loansproposed Loan. The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested Loansproposed Revolving Loan, which shall and, in the case of the Loans to be a Business Day made on the Final Facility Effective Date and the Finova Loan Take-out Date, the principal amount of the proposed Term Loan, (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt use of the proceeds of such proposed Revolving Loan (if made within 60 days prior to June 30, 2002 or if otherwise requested by the Agent), and, in the case of the Loans to be made on the Final Facility Effective Date and the Finova Loan Take-out Date, the use of the proceeds of such proposed Term Loan, and (iii) the proposed borrowing date, which must be a Business Day. The Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Agent). The Borrowers hereby waive the right to dispute the Agent's record of the terms of any such telephonic Notice of Borrowing, the Administrative . The Agent shall promptly notify and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Term Loan or a Revolving Loan on behalf of the contents thereof Borrowers until the Agent receives written notice to the contrary. The Agent and the Lenders shall have no duty to verify the authenticity of the principal amount signature appearing on any written Notice of each Loan to Borrowing. Except as otherwise provided in this Section 2.03, Loans shall be made ratably by such Lender on the requested date specified thereinLenders in accordance with their respective Revolving Credit Commitments and Term Loan Commitments.
(b) Not later than 11:00 A.M. Each Notice of Borrowing pursuant to this Section 2.03 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $1,000,000 and shall be in an integral multiple of $500,000.
(New York City timei) on Except as otherwise provided in this subsection 2.03(c), all Revolving Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Revolving Loan requested date on which hereunder, nor shall the Loans are Revolving Credit Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to be disbursedmake a Revolving Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Revolving Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender Lender.
(ii) Notwithstanding any other provision of its obligation this Agreement, and in order to make any Loan to be made by such other Lender on such datereduce the number of fund transfers among the Borrowers, the Agent and the Lenders, the Borrowers, the Agent and the Lenders agree that the Agent may (but such other Lender shall not be liable obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Agent to, fund, on behalf of the Lenders, Revolving Loans pursuant to Section 2.02, subject to the procedures for settlement set forth in subsection 2.03(d); provided, however, that (a) the Agent shall in no event fund such failure.
(c) Unless Revolving Loans if the Administrative Agent shall have received written notice from a Lender the Required Lenders on the Business Day prior to 10:00 A.M. (New York City time) the day of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied on the requested date on which day of the Loans are proposed Revolving Loan, and (b) the Agent shall not otherwise be required to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such datedetermine that, or take notice whether, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date conditions precedent in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.5.02
Appears in 1 contract
Samples: Financing Agreement (Sunterra Corp)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephone notice (immediately confirmed in writing, in substantially the “form of Exhibit N hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than (i) 11:00 A.M. a.m. (New York City timeLos Angeles Time) on the third date of any proposed Revolving Loan, and (ii) 11:00 a.m. (Los Angeles time) three Business Day before Days prior to the requested date for the making of the Loansany proposed Term Loan. The Such Notice of Borrowing shall specify be irrevocable and shall include (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each the proposed Loan, (ii) whether such Loan is requested Tranche A to be a Revolving Loan and Tranche B or a Term Loan. Upon receipt , (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and (v) an updated Borrowing Base Certificate which is prepared after giving effect to the proposed Loan (except for reserves, fees, or expenses maintained or charged by Administrative Agent hereunder with respect to which an Authorized Officer does not have notice or actual knowledge). Administrative Agent may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing from Borrower to Administrative Agent). Borrower hereby waives the right to dispute Administrative Agent's record of the terms of any such telephonic Notice of Borrowing, the . Each Notice of Borrowing shall be irrevocable and binding on Borrower. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $25,000. Administrative Agent shall promptly notify each Lender on behalf of the contents thereof and Lender Group will make the proceeds of such Loan available to Borrower on the day of the principal amount of each proposed Loan by causing all such proceeds, in immediately available funds, to be made deposited in an account designated by such Lender on the requested date specified thereinBorrower to Administrative Agent at a commercial bank reasonably satisfactory to Administrative Agent.
(b) Not later than 11:00 A.M. (New York City timeSection 2.02(a) notwithstanding, the becoming due of any Obligation required to be paid under this Agreement, the Fee Letter, or any other Loan Document, whether of principal or interest or for any other Obligation, shall be deemed irrevocably to be a request for a Revolving Loan on the requested due date on which in the Loans are amount required to be disbursedpay such principal, each Lender shall make available interest, or other Obligation, to the Administrative Agent, in Dollars in funds immediately available to extent that such Obligation is due and payable and arising under the Administrative Agent at the offices terms of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any applicable Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureDocument.
(c) Unless the Administrative Agent shall have received notice from a time to time, but no less frequently than weekly, notify each Revolving Credit Lender prior to 10:00 A.M. (New York City time) on of the requested date on which the Loans are to be disbursed that such Lender will not make available is to fund its Revolving Loans, and fund any amounts paid under any Letter of Credit Accommodation, and the Administrative Agent funds with respect to the Loan(s) requested amount to be made available by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lenderit. If and to the extent that a Revolving Credit Lender and Administrative Agent so agree, at Administrative Agent's discretion, the amount to be made available by such Revolving Credit Lender on any date may be netted against any amount owing to such Lender shall not have so and otherwise payable by Administrative Agent on account of payments received by it from Borrower on such date. The amount to be made available by each Revolving Credit Lender on any date shall be made available by it on such date to Administrative Agent at the Administrative Agent Account, in immediately available funds, not later than 1:00 p.m. (New York time) on any day in the case of fundings of which such Lenders have received notice not later than 11:00 a.m. (New York time) on such day (or, if notice is received after such time, not later than 12:00 p.m. (New York time) on the next succeeding Business Day). The obligation of each Revolving Credit Lender to Administrative Agent (as opposed to Borrower) to fund its Revolving Loans, and any payments under any Letter of Credit Accommodation, on the date specified by Administrative Agent is absolute and unconditional and shall not be affected by any circumstance whatsoever, including (i) any set off counterclaim, recoupment, defense or other right which such Lender may have against Administrative Agent, Borrower or any other Person for any reason whatsoever, (ii) the financial condition or prospects of Borrower, (iii) the failure of any other such Lender to make funds available to Administrative Agent with respect to its Revolving Loans or any payments under any Letter of Credit Accommodation, (iv) the Loan(soccurrence or continuation of an Event of Default, whether the same shall occur before or after Administrative Agent shall have made the Revolving Loans or Letter of Credit Accommodations, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(d) Borrower and the Lender Group hereby irrevocably authorize Administrative Agent to disburse the proceeds of each Revolving Loan requested, or deemed to be requested, pursuant to this Section 2.02 as follows: (i) the proceeds of each Revolving Loan requested under Section 2.02(a) hereof shall (subject to receipt by Administrative Agent of funds from the Revolving Credit Lenders) be disbursed by Administrative Agent in lawful money of the United States of America in immediately available funds, in the case of the initial borrowing, in accordance with the terms of a written disbursement letter from Borrower, and in the case of each subsequent borrowing, by wire transfer to such bank account as may be agreed upon by Borrower and Administrative Agent from time to time or elsewhere if pursuant to a written direction from Borrower, and (ii) the proceeds of each Revolving Loan requested under Section 2.02(b) hereof shall be charged to Borrower's Loan Account and disbursed by Administrative Agent, in its sole discretion, either to the Disbursement Account or by way of direct payment of the relevant Obligation.
(e) Borrower and the Lender Group hereby irrevocably authorize and direct Administrative Agent to charge to Borrower's Loan Account hereunder, as a Revolving Loan deemed made to Borrower, a sum sufficient to pay all principal of Term Loans due and all interest accrued on the Obligations during the immediately preceding month and to pay all costs, fees, and expenses at any time owed by Borrower to the Lender Group hereunder or under any of the Loan Documents (including the Fee Letter); provided, however, that Administrative Agent may, but shall not be required to, so charge Borrower's Loan Account during the existence of an Event of Default or if and to the extent such charge would result in an Overadvance. Amounts so charged pursuant to this Section 2.02(e) shall be deemed Revolving Loans requested by Borrower pursuant to Section 2.02(b), and the provisions of Section 2.02(c) and Section 2.02(d) shall be applicable to each such Revolving Loan.
(i) Revolving Loans, Letter of Credit Accommodations, and payments will be settled among Administrative Agent and the Revolving Credit Lenders according to such procedures as Administrative Agent and such Lenders may agree in writing from time to time. These procedures notwithstanding, each such Lender's obligation to fund its portion of the Revolving Loans and amounts paid under Letter of Credit Accommodations made by Administrative Agent to Borrower shall commence on the date such Revolving Loans and Letter of Credit Accommodations are made by Administrative Agent. Such payments to Administrative Agent will be made by such Lenders without set-off, counterclaim or reduction of any kind.
(ii) Administrative Agent may require the Revolving Credit Lenders to settle Revolving Loans, amounts paid under Letter of Credit Accommodations, and payments on a daily basis (or such lesser frequency as Administrative Agent may determine) (each day of settlement being a "Settlement Date"). Administrative Agent will advise each Revolving Credit Lender by telephone or telecopy of the amount of each such Lender's Pro Rata Share (in accordance with its Revolving Credit Commitment) of the Revolving Facility Usage as of the close of business of the Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust such Lender's actual Pro Rata Share (in accordance with its Revolving Credit Commitment) of the Revolving Facility Usage as of any Settlement Date to equal the amount of such Lender's required Pro Rata Share (in accordance with its Revolving Credit Commitment) of the Revolving Facility Usage, the party from which such payment is due will pay the other, in same day funds, by wire transfer to the other's account not later than the applicable time set forth on Section 2.02(c).
(iii) If any such payment is not made to Administrative Agent by any such Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, such date Lender shall be a Defaulting Lender and the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover for its account such amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by demand from such Lender together with interest thereon at the Defaulting Lenders Rate. Administrative Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrower to Administrative Agent for each day from the date Defaulting Lender's benefit on account of its Revolving Loans and participations in Letter of Credit Accommodations. Any such funds amounts payable to a Defaulting Lender shall instead be paid to or retained by Administrative Agent. Administrative Agent may hold and, in its discretion, re-lend to Borrower as Revolving Loans the amount of any or all such payments received or retained by it for the account of such Defaulting Lender or treat any or all such amounts as participations in Letter of Credit Accommodations made for Borrower's account. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents and determining Required Lenders, Defaulting Lender shall be deemed not to be a "Lender" (in respect of its Revolving Loans, participations in Letter of Credit Accommodations, and Revolving Credit Commitment) and such Defaulting Lender's Revolving Credit Commitment with respect to the Revolving Loans and Letter of Credit Accommodations shall be deemed to be zero (-0-). This section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been so made available by declared or shall have become immediately due and payable or (y) the Revolving Credit Lenders that are non-Defaulting Lenders and Administrative Agent to the Borrower until the date such amount shall have been repaid waived such Lender's default in writing. The operation of this section shall not be construed to increase or otherwise affect the Administrative Agent at Commitments of any Lender other than such Defaulting Lender, or relieve or excuse the applicable Interest Rate until (performance by Borrower of its duties and including) the third Business Day after demand is made and thereafter at the Default Rateobligations hereunder.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Avado Brands Inc)
Making the Loans. (a) The Subject to the terms and conditions hereof, each Lender agrees to make advances on a revolving basis (herein a "Revolving Loan Advance") to Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice shall be irrevocable) no later than 11:00 A.M. (New York City time) from time to time on the third any Business Day before during the requested date for the making Loan Commitment Period, equal to such Lender's Percentage Share of the Loans. The Notice aggregate amount of Borrowing shall specify Revolving Loan Advances requested by Borrower to be made on such day, so long as the aggregate amount of (i) the requested date all Lenders' Revolving Loan Advances (including any Revolving Loan Advances to be made but not yet made pursuant
to a Request for the making of the requested Loans, which shall be a Business Day and Advance) outstanding at any time plus (ii) all Lenders' Swing Line Advances to Borrower plus (iii) all Lenders' Competitive Bid Advances outstanding at such time, does not exceed the principal amount of each requested Tranche A Facility Amount. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow Revolving Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinAdvances.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each No Lender shall be permitted or required to make available to any Revolving Loan Advance under this Agreement unless the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices aggregate of the Administrative Agent, the Loan(s) such Lender's Revolving Loan Advances under this Agreement (including any Revolving Loan Advances to be made but not yet made pursuant to a Request for Advance) outstanding at any time is less than or equal to the least of (i) such Lender's Loan Commitment or (ii) such Lender's Percentage Share of the Facility Amount.
(c) The aggregate amount of all Revolving Loan Advances requested of all Lenders in any Request for Advance must be an integral multiple of $1,000,000 which equals or exceeds $10,000,000 or must equal the least of the unadvanced portion of the aggregate Loan Commitments of all Lenders or the unadvanced portion of the Facility Amount. The obligation of Borrower to repay to each Lender the aggregate amount of all Revolving Loan Advances made by such Lender to Borrower (herein called such Lender's "Revolving Loan"), together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Lender's "Loan Note") made by Borrower payable to the order of such Lender in the form of Exhibit A-1 with appropriate insertions. The amount of principal owing on any Lender's Loan Note at any given time shall be the aggregate amount of all Revolving Loan Advances theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such dateLoan Note. Any Lender’s failure to make any Interest on each Loan to Note shall accrue and be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failuredue and payable as provided herein and therein.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Samples: Credit Facility Agreement (Pioneer Natural Resources Co)
Making the Loans. (ai) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit D hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is five (5) Business Day before Days prior to the requested date for the making of the Loans. The proposed Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, provided, that such Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, received by the Administrative Agent shall promptly notify each Lender Agent, (x) in the case of the contents thereof and a borrowing consisting of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not a Reference Rate Loan, not later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Reference Rate Loan, and (y) in the case of a borrowing consisting of LIBOR Rate Loans, not later than 12:00 noon (New York City time) on a date that is three (3) Business Days prior to the proposed borrowing). Such Notice of Borrowing shall be irrevocable and shall specify (A) the principal amount of the proposed Loan (which, in the case of a LIBOR Rate Loan, must be in a minimum amount of $1,000,000 and in integral multiples of $500,000 in excess thereof), (B) in the case of a Revolving Loan, whether such Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (C) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan, the Term Loan A, the Term Loan B or the Term Loan C, (D) the use of the proceeds of such proposed Loan (which, in the case of the Term Loan C, must be used to repay, in part, the Subordinated Notes and to pay the Term Loan C Fee), and (E) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan A, the Term Loan B and the Term Loan C must be the Effective Date. The Administrative Agent and the Senior Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from Allied Systems (or from any Authorized Officer thereof designated in writing purportedly from the Allied Systems to the Administrative Agent). Allied Systems hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Senior Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Senior Loan on behalf of Allied Systems until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Senior Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(ii) On the Effective Date, the Parent agrees to issue to each Subordinated Term Loan D Lender as partial consideration for the purchase of the Subordinated Note of such Subordinated Term Loan D Lender, and such Subordinated Term Loan D Lender agrees to accept a Subordinated Term Loan D Note in the principal amount equal to such Subordinated Lender's Subordinated Term Loan D Commitment as partial consideration for the purchase of its Subordinated Note. The exchange of the Subordinated Notes for the Subordinated Term Loan D Notes will be made at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York on the Xxxxxxixx Xate. Xxx Suborxxxxxxx Xxxx Xxxx X Xxxxx xxxxxxxxx to each Subordinated Lender on the Effective Date will be delivered to such Subordinated Lender in the form of a registered Subordinated Term Loan D Note in the amount of such Subordinated Lender's Subordinated Term Loan D Commitment (unless different denominations are specified by such Subordinated Lender), registered in such Subordinated Lender's name or in the name of such Subordinated Lender's nominee, all as such Subordinated Lender may specify at any time prior to the Effective Date.
(b) Each Notice of Borrowing pursuant to Section 2.02(a)(i) shall be irrevocable and Allied Systems shall be bound to make a borrowing in accordance therewith. Each Revolving Loan that is a LIBOR Rate Loan shall be made in a minimum amount of $1,000,000 and in integral multiples of $500,000 in excess thereof. No more than five (5) Interest Periods in the aggregate for Allied Systems may exist at any one time.
(i) Except as otherwise provided in this subsection 2.02(c), all Senior Loans under this Agreement shall be made by the Senior Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment and the Total Term Loan Commitments, as the case may be, it being understood that no Senior Lender shall be responsible for any default by any other Senior Lender in that other Senior Lender's obligations to make a Senior Loan requested hereunder, nor shall the Commitment of any Senior Lender be increased or decreased as a result of the default by any other Senior Lender in that other Senior Lender's obligation to make a Senior Loan requested hereunder, and each Senior Lender shall be obligated to make the Senior Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Senior Lender.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among Allied Systems, the Agents and the Senior Lenders, Allied Systems, the Agents and the Senior Lenders agree that the Administrative Agent may (but shall not be obligated to), and Allied Systems and the Senior Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Senior Lenders with a Revolving Loan Commitment, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in subsection 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If either (x) Allied Systems gives a Notice of Borrowing requesting a Revolving Loan that is a LIBOR Rate Loan or (y) the Administrative Agent elects not to fund a requested Revolving Loan that is a Reference Rate Loan on behalf of such Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of funds, in the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. 's Account no later than 3:00 p.m. (New York City time) on the requested date on which the Loans are to be disbursed (provided that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by requests payment from such Revolving Loan Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.1:00 p.
Appears in 1 contract
Making the Loans. Section 2.02 of the Financing Agreement is hereby amended as follows:
(ai) The Borrower shall give the Administrative Agent notice (the “Notice second sentence of Borrowing”Section 2.02(a) (which notice shall be irrevocable) no later than 11:00 A.M. (New York City time) on the third Business Day before the requested date for the making of the Loans. The Financing Agreement is hereby amended and restated in its entirety to read as follows: "Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (iiA) the principal amount of each the proposed Loan (which, in the case of a LIBOR Rate Loan, must be in a minimum amount of $1,000,000 and in integral multiples of $500,000 in excess thereof), (B) in the case of a Revolving Loan, whether such Loan is requested Tranche A to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (C) in the case of Loans requested on the Effective Date or the First Amendment Effective Date, whether such Loan is requested to be a Revolving Loan, the Term Loan or the Supplemental Term Loan, (D) the use of the proceeds of such proposed Loan and Tranche B (E) the proposed borrowing date, which must be a Business Day, and, (x) with respect to the Term Loan. Upon receipt , must be the Effective Date, and (y) with respect to the Supplemental Term Loan, must be the First Amendment Effective Date."
(ii) Section 2.02(c)(i) of the Notice of BorrowingFinancing Agreement is hereby amended and restated in its entirety to read as follows:
(i) Except as otherwise provided in this subsection 2.02(c), the Administrative Agent all Loans under this Agreement shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment, the Total Term Loan Commitment and the Total Supplemental Term Loan Commitment, as the case may be, it being understood that no Lender on shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursedhereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing."
Appears in 1 contract
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephone notice (immediately confirmed in writing, in substantially the “form of Exhibit H hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no "), not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day before the requested date for the making of the Loansproposed Loan. The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the proposed Loan, (ii) in the case of Loans requested Loanson the Effective Date, whether such Loan is requested to be a Revolving Loan or a Term Loan, (iii) if requested by the Administrative Agent, the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which shall must be a Business Day Day, and, with respect to the Term Loans, must be the Effective Date and (iiv) in the principal amount case of each Revolving Loans, if requested Tranche A Loan and Tranche B Loan. Upon receipt by the Administrative Agent, a Borrowing Base Certificate current as of the close of business on the immediately preceding day and otherwise complying with the conditions of Section 7.01(a)(vi), supported by a schedule showing the derivation thereof. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Borrowers hereby waive the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing, . The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall promptly notify each Lender have no duty to verify the authenticity of the contents thereof and signature appearing on any written Notice of the principal amount of each Loan to Borrowing. Except as otherwise provided in this Section 2.02, Loans shall be made ratably by such Lender on the requested date specified thereinLenders in accordance with their respective Revolving Credit Commitments, Term Loan A Commitments and Term Loan B Commitments, as the case may be.
(b) Not later than 11:00 A.M. Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $50,000 and shall be in an integral multiple of $10,000.
(New York City timei) on Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment, the Total Term Loan A Commitment and the Total Term Loan B Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested date on which hereunder, nor shall the Loans are Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to be disbursedmake a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender Lender.
(ii) Notwithstanding any other provision of its obligation this Agreement, and in order to make any Loan to be made by such other Lender on such datereduce the number of fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but such other Lender shall not be liable obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in subsection 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund such failure.
(c) Unless Loans if the Administrative Agent shall have received written notice from a Lender the Required Lenders on the Business Day prior to 10:00 A.M. (New York City time) the day of the proposed Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount day of the Loan(sproposed Loan, and (b) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available not otherwise be required to determine that, or take notice whether, the Borrower funds conditions precedent in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.5.02
Appears in 1 contract
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Term Loan A to be made on the Effective Date, shall be in the amount of $50,000,000, and with respect to the Term Loan B to be made on the Effective Date, shall be in the amount of $12,000,000, (ii) whether the Loan is requested date to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loans to be funded on the Effective Date, must be the Effective Date, and (v) wire instructions of the Administrative Borrower’s account or any other designated account(s) to which the Loans funds are to be disbursed, . The Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Term Loan B made after the Effective Date shall require not less than 10 Business Days' prior written notice from the Borrowers to the Administrative Agent. No more than two drawings of the Term Loan B may be made after the Effective Date.
(c) All Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan A Commitment or the Total Term Loan B Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. Each Lender shall make its Pro Rata Share of the applicable Loan available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of funds, in the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. 's Account no later than 3:00 p.m. (New York City time) on the requested date on which of the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such dateproposed Loan. Upon receipt of all funds, the Administrative Agent may assume that will promptly make the proceeds of such Lender has made such funds Loans available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion mayBorrowers, in reliance upon such assumptionimmediately available funds, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to deposited in the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available account designated by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Samples: Financing Agreement (SMTC Corp)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing), in form and substance satisfactory to the “Agent (a "Notice of Borrowing”) (which notice shall be irrevocable) no "), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is five (5) Business Day before Days prior to the requested date for the making of the Loansproposed Loan. The Such Notice of Borrowing shall specify (i) the requested date for the making principal amount of the requested Loansproposed Loan (which shall be not less than $2,500,000), and (ii) the proposed borrowing date, which shall be a Business Day Day, and (ii) the principal amount of which shall not occur more than once each requested Tranche A Loan and Tranche B Loanmonth. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall will promptly notify each Lender of the contents thereof and of the principal amount of each Loan such Lender's Pro Rata Share of such borrowing. The Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Agent in good faith to be made by such from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Agent). The Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the requested date specified therein.Borrower. The Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.5
(b) Not later than 11:00 A.M. Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith.
(New York City timec) on The Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan A Commitment, Total Term Loan A-1 Commitment or Total Term Loan B Commitment, as applicable, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make the Loan requested date on which hereunder, nor shall the Loans are Term Loan A Commitment, the Term Loan A-1 Commitment or the Term Loan B Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to be disbursedmake the Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any the Loan required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Funding Agent prior telephone notice (immediately confirmed in writing, in substantially the “Notice form of Exhibit B hereto (a "NOTICE OF Borrowing”) (which notice shall be irrevocable) no "), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is five (5) Business Day before Days prior to the requested date for the making of the Loans. The proposed Loans (or such shorter period as the Funding Agent is willing to accommodate from time to time), provided that, in no event may the Notice of Borrowing shall specify (i) the requested date for the making of Loans be given to the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Funding Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. 12:00 noon (New York City time) on the requested borrowing date on which the Loans are to of such Loans. Such Notice of Borrowing shall be disbursed, each Lender irrevocable and shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(sspecify (i) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(sproposed Loans, (ii) whether the Loans are requested to be made Revolving Credit Loans or Term Loans, (iii) the use of the proceeds of such proposed Loans, and (iv) the proposed borrowing date, which must be a Business Day. The Funding Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Funding Agent in good faith to be from the Borrower (or from any Responsible Officer thereof designated in writing purportedly from the Borrower to the Funding Agent). The Borrower hereby waives the right to dispute the Funding Agent's record of the terms of any such telephonic Notice of Borrowing. The Funding Agent and each Lender shall be entitled to rely conclusively on any Responsible Officer's authority to request a Loan on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount Funding Agent receives written notice to the contrary. The Funding Agent and the Lenders shall have been repaid no duty to verify the Administrative Agent at authenticity of the applicable Interest Rate until (signature appearing on any written Notice of Borrowing. Except as otherwise provided in this subsection 2.2, Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments and including) Term Loan Commitments, as the third Business Day after demand is made and thereafter at the Default Ratecase may be.
(db) All Loans made available Each Notice of Borrowing pursuant to this subsection 2.2 shall be irrevocable and the Administrative Agent Borrower shall be bound to make a borrowing in accordance with Section 1.02(btherewith, and shall request Revolving Credit Loans or Term Loans in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000.
(i) Except as otherwise provided in this subsection 2.2(c), all Loans under this Agreement shall be disbursed made by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, Lenders simultaneously and proportionately to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions their Pro Rata Shares of the Borrower set forth Total Revolving Credit Commitment and the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the letter Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.make a Loan requested hereunder, and each Lender shall be
Appears in 1 contract
Making the Loans. 128498985v11
(a) The Administrative Borrower shall give the Administrative Agent notice prior written notice, in substantially the form of Exhibit C (the a “Notice of Borrowing”) (which notice shall be irrevocable) no ), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether the Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a LIBOR Rate Loan and, each Lender in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the wire instructions for the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which must be a Business Day, and must be the Effective Date. If no election as to the type of Loan is specified, then the requested Loan shall make available be a Reference Rate Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith.
(c) Except as otherwise provided in this Section 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower Parent shall give the Administrative Agent Lender prior telephonic notice (of its intention to borrow the “Notice of Borrowing”) (which notice shall be irrevocable) no Loan hereunder not later than 11:00 A.M. 10:00 a.m. (New York City time) on the third date which is one (1) Business Day before prior to the requested date for Effective Date (or such shorter period as the making Lender is willing, in its sole discretion, to accommodate) immediately confirmed in writing, in substantially the form of Exhibit A to the LoansDisclosure Letter (a “Notice of Borrowing”) attaching the Flow of Funds Memorandum. The Such Notice of Borrowing shall specify (i) the be deemed to have requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A the Loan and Tranche B Loanin the full amount of Xxxxxx’s Commitment of forty million Dollars ($40,000,000), subject to original issue discount as provided in Section 2.01. Upon receipt Each Loan shall be made in Dollars. The Lender may act without liability upon the basis of written, electronic or telephonic notice believed by the Lender in good faith to be from any Borrower (or from an Officer thereof). Each Borrower hereby waives the right to dispute the Xxxxxx’s record of the Notice terms of Borrowing, any such telephonic notice of borrowing in the Administrative Agent absence of manifest error. The Lender shall promptly notify each Lender be entitled to rely conclusively on the authority of any Officer of any Borrower to request a Loan on behalf of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinBorrowers.
(b) Not later than 11:00 A.M. (New York City time) on Each Notice of Borrowing given pursuant to this Section 2.02 shall be irrevocable unless otherwise agreed in writing by the requested date on which Lender and the Loans are to Borrowers shall be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure bound to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failurea borrowing in accordance therewith.
(c) Unless The Parent and the Administrative Agent Lender hereby acknowledge and agree that, for U.S. federal income tax purposes, each Loan together with the Warrants issued herewith shall have received notice from be treated as a Lender prior part of an investment unit within the meaning of Section 1273(c)(2) of the Code. In accordance with Section 1273(b)(2) of the Code and Section 1273(c)(2)(A) of the Code, the issue price of the investment unit is equal to 10:00 A.M. (New York City timethe amount of the Loan. The parties shall allocate that issue price among the applicable Loan and the Warrants issued herewith based on their relative fair market values, as required by Section 1273(c)(2)(B) of the Code and U.S. Treasury Regulations Section 1.1273-2(h)(1) on the requested issue date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rateinvestment unit.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit D hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is five (5) Business Day before Days prior to the requested date for the making of the Loans. The proposed Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, provided that such Notice of Borrowing shall specify not be received by the Administrative Agent (i) in the requested date for the making case of the requested a borrowing consisting of Reference Rate Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. 12:00 noon (New York City time) on the requested borrowing date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agentproposed Loan and (ii) in the case of a borrowing consisting of LIBOR Loans, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. later than 12:00 noon (New York City time) on the date that is three Business Days prior to the proposed borrowing). Such Notice of Borrowing shall be irrevocable and shall specify (A) the principal amount of the proposed Loan (which, in the case of a LIBOR Loan, must be in a minimum amount of $1,000,000 and in integral multiples of $500,000 in excess thereof), (B) whether such Loan is requested date to be a Reference Rate Loan or a LIBOR Loan and, in the case of a LIBOR Loan, the initial Interest Period with respect thereto, (C) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, and (D) the use of the proceeds of such proposed Loan, provided that the proceeds must be initially transferred to Reddy Ice or another Subsidiary Guarantor, (E) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing, in the absence of manifest error. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of (i) in the case of a LIBOR Loan, $1,000,000 and in integral multiples of $500,000 in excess thereof, and (ii) in the case of a Reference Rate Loan, $350,000 and in integral multiples of $50,000 in excess thereof.
(i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment and the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans are required to be disbursed made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrower, the Agents and the Lenders, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders with a Revolving Credit Commitment, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in subsection 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such Lender Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders prior to the time of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If either (x) the Borrower gives a Notice of Borrowing requesting a Revolving Loan that is a LIBOR Loan or (y) the Administrative Agent elects not to fund a requested Revolving Loan that is a Reference Rate Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of such Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in immediately available funds, at the Payment Office no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent funds with respect requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Loan(s) requested Borrower on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent at the Payment Office or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be made deposited in an account designated by the Borrower.
(iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of such Lender on such dateRevolving Loan Lenders, will fund a particular Revolving Loan pursuant to subsection 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such funds amount available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrower and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Revolving Loan Lender, such Revolving Loan Lender on such date and the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by on demand from such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three Business Days and thereafter at the rate applicable to such Revolving Loan. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrower until shall, for all purposes hereof, be a Revolving Loan made by the date Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Ratefor its own account.
(div) All Loans made available Nothing in this subsection 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance or the Borrower may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.
(i) With respect to each LIBOR Loan, on the first and the last date of each Interest Period, and with Section 1.02(b) shall be disbursed by respect to all periods for which the Administrative Agent, on behalf of the Revolving Loan Lenders, has funded Revolving Loans that are Reference Rate Loans pursuant to subsection 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a "Settlement Period"), the Administrative Agent shall notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender's initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 3:00 P.M. 2:00 p.m. (New York City time) if the Administrative Agent requests payment from such Lender not later than 12:00 noon (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately such day) make available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrower for repayment, each Revolving Loan Lender shall promptly remit to the Administrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender's interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this subsection 2.02(d) shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender.
(ii) In the “Pay Proceeds Letter”event that any Revolving Loan Lender fails to make any payment required to be made by it pursuant to subsection 2.02(d)(i), the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three Business Days and thereafter at the rate applicable to such Revolving Loan. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount to the Administrative Agent for its own account. Nothing in this subsection 2.02(d)(ii) along with shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Notice Administrative Agent or the Borrower may have against any Revolving Loan Lender as a result of Borrowingany default by such Revolving Loan Lender hereunder.
Appears in 1 contract
Samples: Credit Agreement (Packaged Ice Inc)
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit D hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is one (1) Business Day before prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) or such shorter period as the requested date for the making of the requested LoansAgent is willing to accommodate from time to time, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the requested borrowing date on of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan and (ii) the proposed borrowing date, which must be a Business Day and must be the Loans are Effective Date. The Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Agent in good faith to be disbursed, from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Agent). Each Borrower hereby waives the right to dispute the Agent’s record of the terms of any such telephonic Notice of Borrowing. The Agent and each Lender shall make available be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Agent receives written notice to the Administrative Agent, in Dollars in funds immediately available contrary. The Agent and the Lenders shall have no duty to verify the Administrative Agent at the offices authenticity of the Administrative Agent, signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Loan(sBorrowers shall be bound to make the borrowings in accordance therewith.
(c) to All Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan A Commitment and the Total Term Loan B Commitment, as the case may be, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 5 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of (with respect to the contents thereof and of Term Loans) or the principal amount of each Loan Revolving Agent (with respect to be made by such Lender on the requested date specified therein.
(bRevolving Loans) Not is willing to accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 9 Term Loan to be made on the Amendment No. 9 Effective Date, shall be in the amount of $15,000,000, (ii) whether the Loan is requested date on to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the Loans initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the Administrative applicable Agent, in Dollars in funds immediately available to funds, in the Administrative Agent at Revolving Agent's Account (in the offices case of Revolving Loans) or the Administrative Agent, ’s Account (in the Loan(scase of Term Loans) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested date on which funds, the Loans are to be disbursed that applicable Agent will make the proceeds of such Lender will not make Loan available to the Administrative Agent Borrower on the day of the proposed Loan by causing an amount, in immediately available funds with respect to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written notice believed by the Agents (or either of them) in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Loan(s) requested Agents (or either of them)). Each Borrower hereby waives the right to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount dispute any Agent's record of the Loan(s) terms of any such Notice of Borrowing. Each Agent and each Lender shall be entitled to be made by such Lender rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Lender. If and Agent receives written notice to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date contrary. The Agents and the Administrative Agent Lenders shall have so made available no duty to verify the Borrower funds in an amount equal to the principal amount authenticity of the Loan(s) to be made by such Lender signature appearing on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the any Notice of Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (of its intention to receive the “Notice of Borrowing”) (which notice shall Loans to be irrevocable) no made hereunder confirmed in writing not later than 11:00 A.M. 12:00 noon (New York City time) on the third at least one Business Day before prior to the requested date for anticipated Effective Date (the making "Notice of the LoansBorrowing"). The Notice of Borrowing shall specify (i1) the requested date for the making aggregate principal amount of the requested Loans, Loans which shall be a Business Day $6,000,000 and (ii) the principal amount proposed borrowing date. The Agent and the Lenders may act without liability upon the basis of each requested Tranche A Loan and Tranche B Loanwritten, telecopied or telephonic notice believed by the Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Agent). Upon receipt The Borrower hereby waives the right to dispute the Agent's record of the terms of any such telephonic Notice of Borrowing, the Administrative . The Agent shall promptly notify and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request the Loans on behalf of the contents thereof Borrower until the Agent receives written notice to the contrary. The Agent and the Lenders shall have no duty to verify the authenticity of the principal amount signature appearing on any written Notice of each Loan to be made by such Lender on the requested date specified thereinBorrowing.
(b) Not later than 11:00 A.M. The Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith.
(New York City timec) on All Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested date on which hereunder, nor shall the Loans are Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to be disbursedmake a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any the Loan required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Deep Down, Inc.)
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C hereto or such other form approved by the Administrative Agent (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 1 U.S. Government Securities Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested date on which the Loans are Effective Date, that such Loan is the Term Loan, (iii) whether the Loan is requested to be disburseda Reference Rate Loan or a Term SOFR Loan and, each Lender shall make available in the case of a Term SOFR Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date and (vi) the Borrower’s wiring instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent, in Dollars in funds immediately available ). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith.
(c) Except as otherwise provided in this Section 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, as the case may be, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Xxxxxx’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Samples: Financing Agreement (Colonnade Acquisition Corp. II)
Making the Loans. (a) The Borrower Borrowing of Loans shall give be made on notice, given not later than 11:00 A.M.
(i) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans or (ii) on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans (other than a Supplemental Borrowing), and the Administrative Agent shall give each Lender prompt notice thereof by telecopier or other electronic means. Each such notice (the a “Notice of Borrowing”) (which notice shall be irrevocable) no later than 11:00 A.M. (New York City time) on in writing in substantially the third Business Day before the requested date for the making form of the Loans. The Notice of Borrowing shall specify Exhibit B hereto, specifying therein (i) the requested date for Type of Loans comprising the making of the requested LoansBorrowing, which shall be a Business Day and (ii) the aggregate principal amount of each requested such Borrowing and the amount of such Borrowing that represents a Tranche A Loan and a Tranche B Loan (which shall be determined in accordance with the last paragraph of Section 2.01), (iii) in the case of a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan, (iv) the location and number of the account to which funds are to be disbursed, (v) the date of such Borrowing, (vi) whether such notice is conditioned on the occurrence of any event and (vii) if such notice is conditioned on the occurrence of an event, a description of the event (it being understood that, both the Administrative Agent and the Lenders shall be entitled to assume that the Loans contemplated by such Notice of Borrowing are to be made unless the Administrative Agent shall have received a written notice of revocation in accordance with Section 2.02(b) prior to the funding of such Borrowing). Upon Each Lender shall, before 12:00 noon (or such other time agreed upon by the Borrower and the Administrative Agent) on the date of the applicable Borrowing (or, in the case of any Supplemental Borrowing, as promptly as practical following receipt of the Notice of a Non-Funding Lender), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02.
(b) A Notice of Borrowing shall promptly notify be binding on the Borrower unless revoked in writing prior to the Borrowing of the Loans. In the case of a Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any revocation of a Notice of Borrowing pursuant to the immediately preceding sentence or any failure to fulfill on or before the date of Borrowing the applicable conditions set forth in Article 3, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the contents thereof and liquidation or reemployment of deposits or other funds acquired by such Lender to fund the principal amount of each Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on the requested date specified thereinsuch date.
(bc) Not later than 11:00 A.M. Anything in subsection (New York City timea) on above to the requested date on which contrary notwithstanding, the Borrower may not select Eurodollar Rate Loans are for any Borrowing if the aggregate obligation of the Lenders to make Eurodollar Rate Loans shall be disbursedsuspended pursuant to Section 2.06 or 2.10.
(d) Notwithstanding anything to the contrary in this Section 2.02, each in the event any Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure have failed to make any Loan required to be made by it under Section 2.01(a) or (b) (any such Lender, a “Non-Funding Lender”), the Borrower shall be deemed to have requested a Borrowing (a “Supplemental Borrowing”) of Loans to be made under Section 2.01(c) in an aggregate principal amount equal to the lesser of (A) the aggregate principal amount of the Loans so failed to have been made by all the Non-Funding Lenders and (B) the Aggregate Commitments of all Lenders (other than the Non-Funding Lenders) then remaining in effect. The Supplemental Borrowing shall be deemed to be requested to be made on the Funding Date as a Base Rate Loan, and the location and number of the account to which funds are deemed to be requested date therefor to be disbursed in respect of the Supplemental Borrowing shall not relieve any other be identical to those specified by the Borrower in the Notice of Borrowing delivered in respect of the initial Borrowing. Promptly after obtaining knowledge thereof, the Administrative Agent shall advise the Borrower and each Lender of its obligation any Lender having become a Non-Funding Lender (such notice being referred to make any as a “Notice of a Non-Funding Lender”) and shall advise each Lender of the amount of such Lender’s Supplemental Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureunder Section 2.01(c) as part of the Supplemental Borrowing.
(ce) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of a Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on such the date of Borrowing in accordance with Section 1.02(bsubsection (a) above and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest time to Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to a rate determined by the Administrative Agent in accordance with Section 1.02(b) shall be disbursed banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent not later than 3:00 P.M. (New York City time) on in connection with the requested date thereforforegoing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same period, the Administrative Agent shall promptly remit to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans interest paid by the Borrower for such period. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement and the Borrower shall be relieved of its obligations to repay such amount under this subsection (e). Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(f) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the making of such Loan set forth in Article 3 are not satisfied or waived in accordance with the payment instructions of the Borrower set forth in the letter to terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.
(g) The obligations of the “Pay Proceeds Letter”Lenders hereunder to make Loans and to make payments pursuant to Section 8.04(c) along with are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 8.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the Notice failure of Borrowingany other Lender to so make its Loan or to make its payment under Section 8.04(c); provided, for the avoidance of doubt, that the Lenders shall be required to make a Supplemental Loan pursuant to Section 2.01(c) if any Lender is a Non-Funding Lender.
(h) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
Appears in 1 contract
Samples: Bridge Credit Agreement (Verizon Communications Inc)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior written notice (in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 10 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the requested borrowing date on which of the Loans are proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, and (ii) the proposed borrowing date, which, other than with respect to the funding of any Incremental Term Loans, must be the Effective Date. Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith to be disbursed, each Lender shall make available from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith.
(c) Except as otherwise provided in this Section 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure 's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Samples: Financing Agreement (Ascend Wellness Holdings, LLC)
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice No Loan shall be irrevocable) no later in an aggregate amount of less than 11:00 A.M. (New York City time) $100,000, nor shall it be in an amount greater than the amount set forth on the third Business Day before Receivables Schedule submitted by the requested date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinBorrower in accordance with Section 2.2(b).
(b) Not later On or before the date of the initial borrowing hereunder, the Borrower shall deliver to each of the Lenders a schedule of all Receivables included in the Collateral, setting forth the total principal balance of each such Receivable, the interest rate with respect thereto, the monthly payment thereon, the maturity date thereof and an indication of the aggregate dollar amount of Receivables scheduled thereon constituting Eligible Receivables and separately indicating the dollar amount of such Receivables constituting Delinquent Receivables, Nonconforming Receivables (other than 11:00 A.M. Nonconforming Insured Receivables) and Nonconforming Insured Receivables (New York City timea "Receivables Schedule"). Such Receivables Schedule may, but is not required to, also contain a written request for new Loans to be advanced hereunder. Thereafter, Borrower shall deliver a Receivables Schedule to each Lender of all new Receivables created since the date of the last Receivables Schedule submitted to the Lenders (i) on the date of each proposed Loan hereunder and (ii) in any event no less frequently than once each week. Upon the Lenders' receipt of a Receivables Schedule pursuant to clause (i) above, Borrower shall be deemed to have (i) requested date a Loan from the Lenders in an amount (the "Loan Request Amount") equal to the least of (A) the Applicable Advance Rate of all Receivables or new Receivables described on such Receivables Schedule since the previous schedule so delivered multiplied by the Outstanding Balance of such Receivables, (B) the amount by which the Borrowing Base exceeds the aggregate outstanding principal amount of all Loans are outstanding hereunder or (C) such lesser amount which Borrower notes on the applicable Receivables Schedule. By delivery of any Receivables Schedule as described in the immediately preceding sentence, Borrower shall be deemed to have represented and warranted to the Lenders that on and as of such date, (x) all of the conditions precedent set forth in Section 3.2 have been met and (y) the Borrower shall have sent to the Servicer all documents necessary for the Servicer's execution of the Servicer's Confirmation (as described below).
(c) Upon receipt by each Lender of a Receivables Schedule (which may be disbursedtransmitted by telecopy or telex), each Lender shall, subject to the terms and conditions contained in this Agreement, make its Proportionate Share of a Loan in the amount of eighty percent (80%) of the Loan Request Amount by wire transfer to such account as the Borrower may designate to the Lenders from time to time in writing. Within three (3) Business Days of such Loan, the Servicer will transmit a copy of the Servicer's confirmation (each in the form of Exhibit G hereto, the "Servicer's Confirmation") (which may be transmitted by telecopy or telex) confirming that the Servicer has in its possession all documents necessary to complete the Servicer's File with respect to each Receivable itemized on the Receivables Schedule submitted with the relevant Servicer's Confirmation, and subject to the terms and conditions contained in this Agreement, each Lender shall make available its Proportionate Share of a Loan in the amount of the remaining twenty percent (20%) of the Loan Request Amount by wire transfer to such account as the Borrower may designate to the Administrative AgentLenders from time to time in writing. Notwithstanding the foregoing, in Dollars in funds immediately available to the Administrative Agent at extent a Servicer's Confirmation accompanies or precedes delivery of a Receivables Schedule, each Lender shall, subject to the offices terms and conditions contained in this Agreement, make its Proportionate Share of a Loan in the amount of one-hundred percent (100%) of the Administrative Agent, Loan Request Amount by wire transfer to such account as the Loan(s) Borrower may designate to be made by such Lender on such datethe Lenders from time to time in writing. Any Lender’s failure to make Funding of any Loan requested as a result of delivery of a Receivables Schedule or Servicer's Confirmation shall (subject to be made by it the other terms and conditions contained herein) occur on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall Lenders have received notice from a Lender prior to 10:00 A.M. such Receivables Schedule or Servicer's Confirmation, as applicable, if received no later than 1:00 p.m. (New York City Eastern time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lenderany Business Day. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender Receivables Schedule or Servicer's Confirmation, as applicable, is received on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until or after 1:00 p.m. (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City Eastern time) on the requested date thereforany Business Day, funding shall (subject to the Borrower or to its order by wire transfer of immediately available funds in other terms and conditions contained herein) occur on the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowingnext succeeding Business Day.
Appears in 1 contract
Samples: Loan and Security Agreement (Aegis Consumer Funding Group Inc)
Making the Loans. (a) The Borrower shall give deliver to the Administrative Agent notice a Notice of Borrowing in substantially the form of Exhibit B hereto (the a “Notice of Borrowing”), (i) at least three Business Days prior to the initial Funding Date, with respect to the Loans to be borrowed on the initial Funding Date, (which notice shall be irrevocableii) no not later than 11:00 A.M. 1:00 PM (New York City time) on four Business Days prior to the third Business Day before the requested proposed date for borrowing Loans on any Funding Date 737240988 after the making of the Loansinitial Funding Date. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of such Notice of Borrowing, including the contents thereof and requested date of the principal proposed Funding Date and the amount of each Loan thereof to be made by such Lender on Lender. Notwithstanding the requested date specified thereinabove, there shall occur no more than one Funding Date in any 90-day period after the initial Funding Date and there shall occur no more than three Funding Dates in the aggregate after the initial Funding Date.
(b) Not later Each Loan (other than 11:00 A.M. Protective Advances) shall be made in a minimum amount of $10,000,000 and shall be in an integral multiple of $1,000,000 in excess thereof; provided, that the final borrowing of Loans (New York City timeother than Protective Advances) on may be in an amount up to the then-remaining Delayed Draw Commitment.
(c) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Initial Commitment or Delayed Draw Commitment, as applicable, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested date on which hereunder, nor shall the Loans are Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to be disbursedmake a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed The Lenders are authorized by the Administrative Agent not later than 3:00 P.M. Borrower, from time to time in their sole discretion (New York City time) on the requested date thereforbut shall have absolutely no obligation), to make Loans to the Borrower which the Lenders, in their sole discretion, deem necessary or desirable to its order cure any failure by wire transfer a Financing Subsidiary to make a payment of immediately available funds scheduled principal or interest when due and payable under the applicable Permitted Subsidiary Debt Documents (any of such Loans are herein referred to as “Protective Advances”), which Protective Advances shall be made by transferring the proceeds of such Protective Advances directly to the Persons entitled to the payment thereof under the terms of the applicable Permitted Subsidiary Debt Documents (or the applicable agent under the Permitted Subsidiary Debt Documents on behalf of such Persons) on behalf of the applicable Financing Subsidiary; provided further that in no event shall Protective Advances exceed $30,000,000 in the aggregate principal amount at any time outstanding; provided further that if the Borrower notifies the Lenders on the day of such Loans in accordance with failure to pay such debt service(s) of its intent to cure, or cause to cure, such failure to pay debt service(s) and provides evidence reasonably satisfactory to the payment instructions of Lenders that the Borrower has sufficient funds to make such cure, the Borrower shall have the right to make such cure payment before the Lenders make any such Protective Advances in respect thereof; provided further that Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. For the letter to the Administrative Agent avoidance of doubt, each Lender shall be offered its Pro Rata Share of any Protective Advance, but each Lender may separately decide, in its sole discretion, whether it will participate in (the “Pay Proceeds Letter”and fund) along with the Notice of Borrowingsuch Protective Advance or decline such participation.
Appears in 1 contract
Samples: Loan Agreement (Vivint Solar, Inc.)
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Each Borrowing shall be irrevocable) no made on written notice given by the Borrower to the Agent not later than 11:00 (i) 10:00 A.M. (New York City time) on the date of the Borrowing in the case of a Borrowing consisting of Base Rate Loans and (ii) 12:00 Noon (New York City time) on the third Business Day before prior to the requested date for the making of the Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans. The Each such notice of a Borrowing (a "Notice of Borrowing") shall be in the form of Exhibit 2.02 and shall specify (A) the date of such Borrowing, (B) the number of Borrowings and the Type and aggregate principal amount of Loans comprising each Borrowing and (C) in the case of a Borrowing comprised of Eurodollar Rate Loans, the initial Interest Period for each such Loan. Each Notice of Borrowing shall specify (i) be irrevocable and binding on the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B LoanBorrower. Upon receipt of the Notice of Borrowing, the Administrative The Agent shall promptly notify each Lender of the contents thereof and of the principal amount deliver notice of each Loan Borrowing to be made by such Lender on the requested date specified thereineach Lender.
(b) Not later than Each Lender shall, before (i) 2:00 P.M. (New York City time) on the date of a Borrowing consisting of Base Rate Loans and (ii) 12:00 Noon (New York City time) on the date of a Borrowing consisting of Eurodollar Rate Loans, make available for the account of its applicable Lending Office to the Agent at the Agent's Office, in immediately available funds, such Lender's Ratable Portion of such Borrowing. After the Agent's receipt of such funds and, upon fulfillment of the applicable conditions set forth in Article IV, the Agent shall make such funds available to the Borrower's account at the Agent's Office or as otherwise designated in the Notice of Borrowing. In the case of any Borrowing consisting of Base Rate Loans, the Agent will not be required to make funds so available until 3:00 P.M. (New York City time) on the date of such Borrowing.
(c) Unless the Agent has received written notice from a Lender prior to (i) 1:00 P.M. (New York City time) on the date of any Borrowing consisting of Base Rate Loans and (ii) 11:00 A.M. (New York City time) on the requested date on which the of any Borrowing consisting of Eurodollar Rate Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender's Ratable Portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with Section 1.02(b2.02(b) and the Administrative Agent in its sole discretion may, in reliance upon on such assumption, make available to the Borrower on such date funds in an a corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent that such Lender shall not have so made its Ratable Portion of a Borrowing available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by forthwith on demand such Lender corresponding amount, together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest time to Loans comprising such Borrowing, and (ii) in the case of such Lender, the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Default Base Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Agent such corresponding amount, the Borrower shall have no liability with respect to losses, costs or expenses otherwise compensable under Section 3.04 in connection therewith.
(d) All The obligations of the Lenders to make Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower pursuant to this Agreement are several and not joint or joint and several, and the failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its order by wire transfer of immediately available funds in obligation, if any, hereunder to make its Loan on the aggregate principal amount date of such Loans in accordance with Borrowing, but no Lender shall be responsible for the payment instructions failure of any other Lender to make the Borrower set forth in Loan to be made by such other Lender on the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice date of any Borrowing.
Appears in 1 contract
Making the Loans. ii)
(ai) The Borrower shall give the Administrative Agent (and the Collateral Agent, in the case of the Term Loan A) prior written notice in substantially the form of Exhibit D hereto (the “a "Notice of Borrowing”) (which notice shall be irrevocable) no later than 11:00 A.M. (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans"), which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 1:00 P.M. (New York City time) on the requested date thereforwhich is, in the case of LIBOR Rate Loans, three (3) Business Days prior to the Borrower or to its order by wire transfer date of immediately available funds and, in the aggregate case of Reference Rate Loans, the date of, the proposed Revolving Loans or the Term Loan A (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 1:00 P.M. (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (A) the principal amount of the proposed Loan, (B) whether such Loans Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan, (C) whether such Loan is requested to be a Revolving Loan or the Term Loan A, (D) the use of the proceeds of such proposed Loan, and (E) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan A, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in accordance with good faith to be from the payment instructions Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower set forth in the letter to until the Administrative Agent (receives written notice to the “Pay Proceeds Letter”) along with contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(ii) The Borrower shall give the Collateral Agent a Notice of Borrowing, not later than 1:00 P.M. (New York City time) on the date which is three (3) Business Days prior to the date of the proposed Term Loan B (or such shorter period as the Collateral Agent is willing to accommodate from time to time, but in no event later than 1:00 P.M. (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (A) the principal amount of the proposed Loan, (B) the proposed Loan is a LIBOR Rate Loan, (C) the proposed Loan is a Term Loan B, (D) the use of the proceeds of such proposed Loan, and (E) the proposed borrowing date, which must be a Business Day, and, except as provided in Section 2.01(b)(v), must be the closing date of the Permitted Acquisition all or a portion of the Purchase Price of which was funded with the proceeds of such Term Loan B. The Collateral Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Collateral Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Collateral Agent). The Borrower hereby waives the right to dispute the Collateral Agent's record of the terms of any such telephonic Notice of Borrowing. The Collateral Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Collateral Agent receives written notice to the contrary. The Collateral Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this ii) shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $200,000 and shall be in an integral multiple of $100,000. Each Term Loan B shall be made in a minimum amount of $5,000,000 and shall be in an integral multiple of $500,000. No more than 15 LIBOR Rate Loan tranches shall be outstanding at any one time, provided that no more than 10 LIBOR Rate Loan tranches shall be outstanding at any one time for the Revolving Loans and no more than 4 LIBOR Rate Loan tranches shall be outstanding at any one time for the Term Loans B.
(1) Except as otherwise provided in this subsection 1)a)ii)(1), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment, the Total Term Loan A Commitment and the Total Term Loan B Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Except as otherwise provided in Section 2.03(c), each Borrowing shall be irrevocable) no made on notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for the making of the Loans. The Notice proposed Borrowing in the case of a Borrowing shall specify consisting of Eurodollar Rate Loans or (iy) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the applicable Borrower to the Agent, which shall give to each applicable Lender prompt notice thereof by telecopier or any other electronic means agreed to by the Agent. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed promptly in writing, or by telecopier (or any other electronic means agreed to by the Agent), in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) whether such Borrowing is a US Revolving Borrowing, a Canadian Revolving Borrowing or a Term Borrowing, (iii) Type of Loans comprising such Borrowing, (iv) aggregate amount of such Borrowing and (v) in the case of a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan. Each applicable Lender shall, before 1:00 P.M. (New York City time) on which the Loans are date of such Borrowing make available for the account of its Applicable Lending Office to be disbursedthe Agent at the Agent’s Account, each Lender shall in same day funds, such Lender’s Ratable Share of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Administrative applicable Borrower at the Agent’s address referred to in Section 8.02(a).
(b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrowers may not select Eurodollar Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 (or $5,000,000, in Dollars in funds immediately available to the Administrative Agent at case of Canadian Revolving Borrowings) or if the offices obligation of the Administrative AgentLenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate Loans may not be outstanding as part of more than eighteen separate Borrowings.
(c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower delivering such notice. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Loan(s) applicable Borrower shall indemnify each applicable Lender against any loss, cost or expense incurred by such Lender as a result of any failure of such Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (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 Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(cd) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed time of any Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02, as applicable, and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the applicable Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the applicable Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the such Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of a Borrower, the interest rate applicable at the applicable Interest Rate until time to the Loans comprising such Borrowing and (and includingii) in the third Business Day after demand is 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 Loan as part of such Borrowing for purposes of this Agreement. The failure of any Lender to make the Loan to be made and thereafter at by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Default Ratedate of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.
(de) All Loans made Each Revolving Lender may, at its option, make any Revolving Loan available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed Kodak Canada by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower causing any foreign or to its order by wire transfer of immediately available funds in the aggregate principal amount domestic branch or Affiliate of such Loans Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of Kodak Canada to repay such Revolving Loan in accordance with the payment instructions terms of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowingthis Agreement.
Appears in 1 contract
Samples: Debt Agreement (Eastman Kodak Co)
Making the Loans. (a) The Lead Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three Business Day before Days prior to the requested date for Closing Date (or such shorter period as the making of the LoansAdministrative Agent is willing to accommodate in its sole discretion). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested Loansproposed Loan, which shall be a Business Day and (ii) whether the principal amount Loan is requested to be a Reference Rate Loan or a SOFR Loan and, in the case of each requested Tranche A Loan a SOFR Loan, the initial Interest Period with respect thereto, (iii) the proposed Closing Date and Tranche B Loan. Upon receipt (iv) the wire instructions of the Lead Borrower. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. The Notice of Borrowing pursuant to this Section 2.02 may be conditional upon the occurrence of the Closing Date.
(New York City timec) on All Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested date on which hereunder, nor shall the Loans are Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to be disbursedmake a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Making the Loans. (a) The initial Borrowing shall be made upon notice, given not later than 11:00 A.M. (Los Angeles, California time) one (1) Business Day (to the extent that the initial Borrowing will consist of ABR Loans) and three (3) Business Days (to the extent that the initial Borrowing will consist of Eurodollar Rate Loans) prior to the Closing Date, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof and of each other notice received from the Administrative Agent Borrower hereunder. The notice of such Borrowing (the “Notice of Borrowing”) (which notice shall be irrevocable) no later than 11:00 A.M. (New York City time) on in writing, substantially in the third Business Day before the requested date for the making form of the Loans. The Notice of Borrowing shall specify Exhibit A-1 hereto, and specifying therein (i) the requested date for the making of the requested Loanssuch Borrowing, which shall be a Business Day and (ii) the principal requested Type and amount of each Loan comprising such Borrowing, (iii) the requested Tranche A Loan aggregate amount of such Borrowing, and Tranche B (iv) in the case of a Borrowing comprised of Eurodollar Rate Loans, the initial Interest Period for each such Loan. Upon receipt In the case of the Notice a proposed Borrowing comprised of BorrowingEurodollar Rate Loans, the Administrative Agent shall promptly notify each Lender of the contents thereof applicable interest rate pursuant to Section 3.05. Each Lender shall, before 11:00 A.M. (Los Angeles, California time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its Principal Office, in same day funds, such Lender’s Proportionate Share of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the principal amount applicable conditions set forth in Article VI, the Administrative Agent will make such funds available to the Borrower by promptly crediting the amounts so received in like funds to an account of each Loan the Borrower designated by the Borrower in the Notice of Borrowing. For the purposes of determining whether the applicable conditions set forth in Article VI have been fulfilled, the Administrative Agent may assume the truth of the statements contained in certificates delivered pursuant to be made by such Lender on the requested date specified thereinsaid Section.
(b) Not later than 11:00 A.M. (New York City time) Each Notice of Borrowing and Notice of Conversion shall be irrevocable and binding on the requested date on Borrower. In the case of any Borrowing which the Loans are related Notice of Borrowing or Notice of Conversion specifies is to be disbursedcomprised of Eurodollar Rate Loans, the Borrower shall indemnify each Lender shall make available to the Administrative Agentagainst any loss, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill, on or before the date specified in such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender Notice of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable Borrowing or Notice of Conversion for such failureBorrowing, the applicable conditions (if any) set forth in Article II (other than failure pursuant to the provisions of Section 2.02(c)), this Article IV or Article VI, including, without limitation, any amounts payable to the applicable Lenders pursuant to Section 5.03 (excluding loss of anticipated profits).
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City timethe date of any Borrowing pursuant to Section 4.01(a) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s Proportionate Share of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with Section 1.02(b4.01(a) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by a corresponding amount. If such Lender on behalf Lender’s Proportionate Share of such Lender. If and to the extent such Lender shall not have so Borrowing is made available to the Administrative Agent funds with respect to on a date after the Loan(s) requested to be made by date of such Borrowing, such Lender on such date and shall pay to the Administrative Agent shall have so made available to the Borrower funds in on demand an amount equal to the principal product of (i) the daily average Federal Funds Effective Rate during such period as quoted by the Administrative Agent, times (ii) the amount of such Lender’s Proportionate Share of such Borrowing, times (iii) the Loan(snumber of days that elapse from and including the date of such Borrowing to the date on which such Lender’s ratable portion of such Borrowing shall have been made available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.01(c) shall be conclusive absent manifest error. If such Lender’s Proportionate Share of such Borrowing is not in fact made available to be made the Administrative Agent by such Lender on behalf within three (3) Business Days after the date of such LenderBorrowing, such Lender shallthe Borrower agrees to pay to the Administrative Agent, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender Proportionate Share together with interest thereon thereon, for each day from the date such funds shall have been so amount was made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at the interest rate applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Ratetime to the Loans comprising such Borrowing.
(d) All Loans The failure of any Lender to make the Loan to be made available by it as part of any Borrowing shall not relieve any other Lender of its obligation hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of such Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether the Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a LIBOR Rate Loan and, each Lender shall make available in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iii) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan hereunder, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agent, signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Loan(sBorrower shall be bound to make a borrowing in accordance therewith.
(c) to All Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure 's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Each Borrowing shall be irrevocable) no made on written notice given by the Borrower to the Agent not later than 11:00 A.M. (i) 12:00 Noon (New York City time) on the date of the Borrowing in the case of a Borrowing consisting of Base Rate Loans and (ii) 12:00 Noon (New York City time) on the third Business Day before prior to the requested date for the making of the Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans. The Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in the form of Exhibit 2.02 and shall specify (A) the date of such Borrowing, (B) the number of Borrowings and the Type, Class and aggregate principal amount of Loans comprising each Borrowing and (C) in the case of a Borrowing comprised of Eurodollar Rate Loans, the initial Interest Period for each such Loan. Each Notice of Borrowing shall specify (i) be irrevocable and binding on the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B LoanBorrower. Upon receipt of the Notice of Borrowing, the Administrative The Agent shall promptly notify each Lender of the contents thereof and of the principal amount deliver notice of each Loan Borrowing to be made by such Lender on the requested date specified thereineach Lender.
(b) Not later than Each Lender shall, before (i) 2:00 P.M. (New York City time) on the date of a Borrowing consisting of Base Rate Loans and (ii) 12:00 Noon (New York City time) on the date of a Borrowing consisting of Eurodollar Rate Loans, make available for the account of its applicable Lending Office to the Agent at the Agent’s Office, in immediately available funds, such Lender’s Revolving Share or Term Share, as applicable, of such Borrowing. After the Agent’s receipt of such funds and, upon fulfillment of the applicable conditions set forth in Article IV, the Agent shall make such funds available to the Borrower’s account at the Agent’s Office or as otherwise designated in the Notice of Borrowing. In the case of any Borrowing consisting of Base Rate Loans, the Agent will not be required to make funds so available until 3:00 P.M. (New York City time) on the date of such Borrowing.
(c) Unless the Agent has received written notice from a Lender prior to (i) 1:00 P.M. (New York City time) on the date of any Borrowing consisting of Base Rate Loans and (ii) 11:00 A.M. (New York City time) on the requested date on which the of any Borrowing consisting of Eurodollar Rate Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s Revolving Share or Term Share, as applicable, of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with Section 1.02(b2.02(b) and the Administrative Agent in its sole discretion may, in reliance upon on such assumption, make available to the Borrower on such date funds in an a corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent that such Lender shall not have so made its Revolving Share or Term Share, as applicable, of a Borrowing available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by forthwith on demand such Lender corresponding amount, together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest time to Loans comprising such Borrowing, and (ii) in the case of such Lender, the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Default Base Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Agent such corresponding amount, the Borrower shall have no liability with respect to losses, costs or expenses otherwise compensable under Section 3.04 in connection therewith.
(d) All The obligations of the Lenders to make Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower pursuant to this Agreement are several and not joint or joint and several, and the failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its order by wire transfer of immediately available funds in obligation, if any, hereunder to make its Loan on the aggregate principal amount date of such Loans in accordance with Borrowing, but no Lender shall be responsible for the payment instructions failure of any other Lender to make the Borrower set forth in Loan to be made by such other Lender on the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice date of any Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent prior notice in writing, in substantially the form of Exhibit C hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no or such other form approved by the Administrative Agent, not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify which is (i) in the requested date for the making case of the requested LoansTerm Loan, which shall be a three (3) Business Day Days prior to the Effective Date and (ii) three (3) Business Days prior to the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt date of the Notice of Borrowing, proposed Revolving Loan (or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether such Loan is requested date on which the Loans are to be disburseda Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan, (iv) the use of the proceeds of such proposed Loan, (v) Borrower’s account wiring instructions, and (vi) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(a) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $100,000.
(b) (vi) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Xxxxxx’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
i. Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrower, the Agents and the Lenders, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (A) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (B) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Borrower gives a Notice of Borrowing requesting a Revolving Loan and the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of funds, in the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. Accounts no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the requested date on which of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans are to be disbursed that such Lender will not make available to the Borrower on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent funds with respect to in the Loan(s) requested Administrative Agent’s Accounts or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be made wired to an account designated by such Lender the Borrower.
ii. If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on such datebehalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such funds amount available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrower and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Revolving Loan Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by on demand from such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrower until shall, for all purposes hereof, be a Revolving Loan made by the date Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Ratefor its own account.
(diii. Nothing in this Section 2.02(c) All Loans made available shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to or the Borrower or to its order may have against any Revolving Loan Lender as a result of any default by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.
Appears in 1 contract
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice of borrowing (promptly confirmed in writing, in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 1:00 p.m. (New York City time) on the third Business Day before the requested date for the making of the LoansEffective Date. The Such Notice of Borrowing shall specify (i) the requested date for the making principal amount of the requested Loansproposed Loan, which shall be a Business Day and (ii) the principal amount proposed borrowing date, which must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written or faxed notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each requested Tranche A Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan and Tranche B Loan. Upon receipt on behalf of the Administrative Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith.
(New York City timec) The Loans under this Agreement shall be made by the Lenders on the Effective Date simultaneously and proportionately to their Pro Rata Shares of the Total Term A Loan Commitment or Total Term B Loan Commitment, as applicable, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make the Loan requested date on which hereunder, nor shall the Loans are Term A Loan Commitment or the Term B Loan Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to be disbursedmake the Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any the Loan required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Samples: Financing Agreement (Dico, Inc.)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit D hereto (a “Notice of Borrowing”)), not later than 11:00 a.m. (California time) (which notice 3 Business Days before the borrowing date of the proposed Loan. Such Notice of Borrowing shall be irrevocableirrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loans, must be the Effective Date. The Administrative Agent and Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan (other than the initial Revolving Loan on the Effective Date) shall be made in a minimum amount of $300,000 and shall be in an integral multiple of $100,000 in excess thereof. No more than one Notice of Borrowing may be given within any five consecutive Business Day period.
(i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lender simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Loan Commitment and the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders with a Revolving Credit Commitment, Revolving Loans pursuant to Section 2.01; provided, however, that (a) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on a Business Day prior to the time of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 4.03 will not be satisfied at the time of the proposed Revolving Loan, and (b) the Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 4.03 have been satisfied. If the Borrower gives a Notice of Borrowing requesting a Revolving Loan and the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of such Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in immediately available funds, in the Administrative Agent’s Account, no later than 11:00 A.M. 2:00 p.m. (New York City time) on the third Business Day before the requested date for the making of the Loansproposed Revolving Loan. The Notice Administrative Agent will make the proceeds of Borrowing shall specify (i) such Revolving Loans available to the requested date for Borrower on the making day of the requested Loansproposed Revolving Loan by causing an amount, which shall be a Business Day and (ii) in immediately available funds, equal to the principal amount proceeds of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, all such Revolving Loans received by the Administrative Agent shall promptly notify each Lender in the Administrative Agent’s Account or the amount funded by the Administrative Agent on behalf of the contents thereof and of the principal amount of each Revolving Loan Lenders to be made deposited in an account designated by such Lender on the requested date specified thereinBorrower.
(biii) Not later than 11:00 A.M. (New York City time) on If the requested date on which Administrative Agent has notified the Loans are to be disbursed, each Lender shall make available to Revolving Loan Lenders that the Administrative Agent, in Dollars in funds immediately available on behalf of such Revolving Loan Lenders, will fund a particular Revolving Loan pursuant to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such datesubsection 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such funds amount available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrower and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Revolving Loan Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by on demand from such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrower until shall, for all purposes hereof, be a Revolving Loan made by the date Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Ratefor its own account.
(div) All Loans made available Nothing in this subsection 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to or the Borrower or to its order may have against any Revolving Loan Lender as a result of any default by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice of each requested Loan (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is (i) two (2) Business Day before Days prior to the requested date for the making of the LoansTerm Loan, (ii) five (5) Business Days prior to the date of each requested Revolving Loan and (iii) fifteen (15) Business Days prior to the date of each proposed Delayed Draw Term Loan (or, for any of the above, such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). The Such Notice of Borrowing shall specify (i) the requested date for the making principal amount of the proposed Loan, (ii) whether such Loan is requested Loansto be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iii) the proposed borrowing date, which shall must be a Business Day Day. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (ii) or from any Authorized Officer thereof expressly designated in writing purportedly from the principal amount Borrower to the Administrative Agent for purposes of each requested Tranche A Loan and Tranche B Loandelivering Notices of Borrowing). Upon receipt The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing, . The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall promptly notify each Lender have no duty to verify the authenticity of the contents thereof and signature appearing on any written Notice of the principal amount of each Loan to be made by such Lender on the requested date specified thereinBorrowing.
(b) Not later than 11:00 A.M. Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. The aggregate principal amount of each Delayed Draw Term Loan shall be in a minimum amount of $2,500,000 and in integral multiples of $1,000,000 in excess thereof.
(New York City timei) on Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment, the Total Delayed Draw Term Loan Commitment, or the Total Term Loan Commitment, as applicable; it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested date on which hereunder, nor shall the Loans are Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to be disbursedmake a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender Lender.
(ii) Notwithstanding any other provision of its obligation this Agreement, and in order to make any Loan to be made by such other Lender on such datereduce the number of fund transfers among the Borrower, the Agents and the Lenders, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but such other Lender shall not be liable obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders with a Revolving Credit Commitment, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such failure.
(c) Unless Revolving Loans if the Administrative Agent shall have received written notice from a Lender the Collateral Agent or the Required Lenders prior to 10:00 A.M. (New York City time) on the requested date on which time of the Loans are to be disbursed proposed Revolving Loan that such Lender one or more of the conditions precedent contained in Section 5.03 will not make available to be satisfied at the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount time of the Loan(sproposed Revolving Loan, and (b) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available not otherwise be required to determine that, or take notice whether, the Borrower funds conditions precedent in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.5.03
Appears in 1 contract
Samples: Financing Agreement (OTG EXP, Inc.)
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested date on which the Loans are Effective Date, whether such Loan is requested to be disburseda Revolving Loan, the Tranche A Term Loan or the Tranche B Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Tranche A Term Loan and the Tranche B Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in integral multiples of $100,000 in excess thereof.
(i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment, the Tranche A Total Term Loan Commitment or the Tranche B Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (A) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (B) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars immediately available funds, in funds the Administrative Agent's Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the applicable Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent in the Administrative Agent's Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Administrative Borrower.
(iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrowers on such day. If the Administrative Agent makes such corresponding amount available to the Borrowers and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the offices of Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Loan(s) Administrative Agent shall promptly thereafter notify the Administrative Borrower of such failure and the applicable Borrowers shall immediately pay such corresponding amount to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of Administrative Agent for its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureown account.
(civ) Unless Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.
(i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a "Settlement Period"), the Administrative Agent shall have received notice notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender's initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from a such Lender prior to 10:00 A.M. not later than 12:00 noon (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not day) make available to the Administrative Agent funds with respect its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrowers for repayment, each Revolving Loan Lender shall promptly remit to the Loan(sAdministrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender's interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this Section 2.02(d) requested shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender.
(ii) In the event that any Revolving Loan Lender fails to make any payment required to be made by such Lender on such dateit pursuant to Section 2.02(d)(i), the Administrative Agent may assume that shall be entitled to recover such Lender has made corresponding amount on demand from such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower until of such failure and the date Borrowers shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and includingfor its own account. Nothing in this Section 2.02(d)(ii) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed or the Borrowers may have against any Revolving Loan Lender as a result of any default by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.
Appears in 1 contract
Samples: Financing Agreement (Cherokee Inc)
Making the Loans. (a) The Subject to the terms and conditions hereof, each Lender agrees to make advances on a revolving basis (herein a "Revolving Loan Advance") to Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice shall be irrevocable) no later than 11:00 A.M. (New York City time) from time to time on the third any Business Day before during the requested date for the making Loan Commitment Period, equal to such Lender's Percentage Share of the Loans. The Notice aggregate amount of Borrowing shall specify Revolving Loan Advances requested by Borrower to be made on such day, so long as the aggregate amount of (i) the requested date all Lenders' Revolving Loan Advances (including any Revolving Loan Advances to be made but not yet made pursuant to a Request for the making of the requested Loans, which shall be a Business Day and Advance) outstanding at any time plus (ii) the principal amount LC Obligations of each requested Tranche A all Lenders at such time plus (iii) all Swing Line Advances to Borrower plus (iv) all Lenders' Competitive Bid Advances outstanding at such time, does not exceed the Facility Amount. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow Revolving Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinAdvances.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each No Lender shall be permitted or required to make available to any Revolving Loan Advance under this Agreement unless the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices aggregate of the Administrative Agent, the Loan(s(1) such Lender's Revolving Loan Advances under this Agreement (including any Revolving Loan Advances to be made by but not yet made pursuant to a Request for Advance) outstanding at any time plus (2) such Lender on Lender's share of LC Obligations at such date. Any time is less than or equal to the least of (i) such Lender’s failure 's Loan Commitment or (ii) such Lender's Percentage Share of the Facility Amount plus (3) such Lender's participation pursuant to make a Swing Line Participation Certificate in any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such dateSwing Line Advances, but such other Lender shall not be liable for such failureif any.
(c) Unless The aggregate amount of all Revolving Loan Advances requested of all Lenders in any Request for Advance must be an integral multiple of $1,000,000 which equals or exceeds $10,000,000 or must equal the Administrative Agent shall have received notice from a least of the unadvanced portion of the aggregate Loan Commitments of all Lenders or the unadvanced portion of the Facility Amount. The obligation of Borrower to repay to each Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be aggregate amount of all Revolving Loan Advances made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.to
Appears in 1 contract
Samples: Credit Facility Agreement (Pioneer Natural Resources Co)
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent written notice in the form of Exhibit B hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Days prior to the date of the proposed Loan (in the case of a SOFR Loan), or not later than 12:00 noon (New York time) on the date which is one (1) Business Day before prior to the requested date for the making of the Loansproposed Loan (in the case of a Reference Rate Loan). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount and type of the requested Loansproposed Loan, (ii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a SOFR Loan, (iv) in the case of a SOFR Loan, the initial Interest Period to be applicable thereto, which shall be a Business Day period contemplated by the definition of the term “Interest Period” and (v) the wiring information of the account of the Borrowers to which the proceeds of such Loan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of email or facsimile notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. The Borrowers shall have no more than seven (7) SOFR Loans in effect at any given time. #97100791v3
(i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Initial Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Xxxxxx’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Following the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall promptly notify each applicable Lender of the contents thereof and specifics of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Loan. Each applicable Lender shall make its Pro Rata Share of the applicable Loan available to the Administrative Agent, in Dollars immediately available funds, to the Administrative Agent’s account no later than 1:00 p.m. (New York time) on the date of the proposed Loan. Upon satisfaction of the applicable conditions set forth in funds immediately Section 5.02 (or, if such borrowing is a borrowing of Initial Loans, Sections 5.01 and 5.02) and receipt of all of the proceeds of the applicable Loan, the Administrative Agent will make the proceeds of such Loans received by it available to the Borrowers on the day of the proposed Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Loans received by the Administrative Agent at the offices of in the Administrative Agent, the Loan(s) ’s Account to be made deposited in the account designated by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender Administrative Borrower in the applicable Notice of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureBorrowing.
(ciii) Unless the Administrative Agent shall have received written notice from a Lender prior to 10:00 A.M. (New York City time) 12:00 p.m. on the requested proposed date on which the Loans are to be disbursed of any borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Xxxxxx’s share of such dateborrowing, the Administrative Agent may assume that such each applicable Lender has made such funds the amount of its Loan available to the Administrative Agent on such date in accordance with Section 1.02(b) the applicable borrowing day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower Borrowers on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrowers and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by demand from such Lender together with interest thereon thereon, for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Reference Rate. Upon any such failure by a Lender to pay the Administrative Agent, the Administrative Agent shall have been repaid promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall promptly pay such corresponding amount to the Administrative Agent at the applicable Interest Rate until for its own account.
(and includingiv) the third Business Day after demand is made and thereafter at the Default RateNothing in this subsection 2.02(c) shall be deemed to relieve any Lender from its obligations to fulfill its Commitments hereunder.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing[Reserved].
Appears in 1 contract
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit B hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Days prior to the date of the proposed Loan (in the case of a LIBOR Rate Loan), or not later than 12:00 noon (New York time) on the date which is one (1) Business Day before prior to the requested date for the making of the Loansproposed Loan (in the case of a Reference Rate Loan); provided, however that the Administrative Borrower shall provide the Administrative Agent with no less than fifteen (15) days prior written notice of a request to borrow a Delayed Draw Term Loan. The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount and type of the requested Loansproposed Loan, (ii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date and, with respect to the Additional Term Loan, must be the Second Amendment Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a Business Day period contemplated by the definition of the term “Interest Period”. The Administrative Agent and the Lenders may act without liability upon the basis of written, facsimile or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing, absent manifest error. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $500,000. The Delayed Draw Term Loan shall be made in an amount equal to $15,000,000. The Borrowers shall have not more than seven (7) LIBOR Rate Loans in effect at any given time.
(i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Initial Term Loan Commitment, the Total Delayed Draw Term Loan Commitment and the Total Revolving Credit Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the principal amount number of each requested Tranche A fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in subsection 2.02(d); provided, however, that (A) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (B) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and Tranche B Loan. Upon the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of BorrowingBorrowing requesting such Revolving Loan, the Administrative Agent shall promptly notify each Revolving Loan Lender of the contents thereof and specifics of the principal amount of each requested Revolving Loan to be made by such Lender on and that it will not fund the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested date Revolving Loan on which behalf of the Loans are to be disbursedRevolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars immediately available funds, in funds immediately the Administrative Agent’s Account no later than 3:00 p.m. (New York time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent at in the offices Administrative Agent’s Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Administrative Borrower.
(iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Revolving Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such dateLenders, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available fund a particular Revolving Loan pursuant to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such datesubsection 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such funds amount available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower Borrowers on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrowers and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Revolving Loan Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by on demand from such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for three (3) Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower until of such failure and the date Borrowers shall promptly pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Ratefor its own account.
(div) All Nothing in this subsection 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.
(i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to subsection 2.02(c), on Thursday of each week, or if the applicable Thursday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Administrative Agent shall notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender’s initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York time) if the Administrative Agent requests payment from such Lender not later than 12:00 noon (New York time) on such day) make available to the Administrative Agent its Pro Rata Share of the difference in accordance with Section 1.02(b) shall be disbursed by immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, shall promptly pay over to the Borrower or to each Revolving Loan Lender its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.Pro Rata Share
Appears in 1 contract
Making the Loans. (a1) The Borrower Term Loan A Borrowing consisting of Term A Loans advanced by the Term Loan A Lenders on the Effective Date shall give be made following the Administrative Agent notice (the “issuance of a Notice of Borrowing”) (which notice shall be irrevocable) no , given not later than 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for Effective Date, by the making of Borrower Representative to the LoansAdministrative Agent, which shall give to the Term Loan A Lenders prompt notice thereof by electronic communication. The Each such Notice of Borrowing shall specify be by telephone, confirmed immediately in writing, or by electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) the requested date for the making of the requested Loans, such Term Loan A Borrowing (which shall be a Business Day the Effective Date), and (ii) the principal aggregate amount of each requested Tranche such Term Loan A Borrowing. Each Term Loan and Tranche B Loan. Upon receipt of the Notice of BorrowingA Lender shall, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than before 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursedof such Term Loan A Borrowing, each Lender shall make available to for the Administrative Agent, in Dollars in funds immediately available account of its Lending Office to the Administrative Agent at the offices Administrative Agent’s Account, in same day funds, its Pro Rata Share of the amount of such Term Loan A Borrowing in accordance with its Term Loan A Commitment under the Term Loan A Facility. After the US 7362483v.35 Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Loan(s) Borrower Representative hereby directs the Administrative Agent to be made by apply such Lender on such date. Any Lender’s failure to make any Loan to be made by it on funds as set forth in the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureFunds Flow Memorandum.
(c2) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any Borrowing that such Lender will not make available (or be deemed to make available) to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with Section 1.02(bSections 2.02(a) or 2.02(b), as applicable, and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower Borrowers on such date funds in an amount equal to a corresponding amount. To the principal amount of the Loan(s) to be made by such extent a Lender on behalf of such Lender. If is funding cash at closing, if and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, and the Borrowers severally agree to repay or pay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal and to the principal amount of the Loan(s) to be made by such Lender together with pay interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower Borrowers until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrowers, the interest rate applicable at such time under Section 2.05 to Loans comprising such Borrowing and (ii) in the case of such Lender, the Benchmark Rate. If such Lender shall have been repaid pay to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Ratesuch corresponding amount, such amount so paid shall constitute such Lender’s Loan as part of such Borrowing for all purposes.
(d3) All Loans The failure of any Lender to make the Loan to be made available by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of such Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent Lender notice (the “Notice of Borrowing”) (which notice shall be irrevocable) no each borrowing hereunder not later than 11:00 A.M. a.m. Denver, Colorado, time at least two (New York City time2) on Business Days prior to the third Business Day before date a Loan is requested to be made, specifying the requested date inception date, the amount thereof and the initial Interest Period for the making of the Loanssuch Loan. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its have no obligation to make any Loan to be made by such other Lender on such date, but such other Loans hereunder. The Lender shall not be liable for such failure.
(c) Unless advise the Administrative Agent shall have received notice from a Lender Borrower prior to 10:00 A.M. (New York City time) on the requested date on which end of the Loans are to be disbursed that such Lender will not make available Business Day prior to the Administrative Agent funds with respect to the Loan(s) date upon which a Loan is requested to be made by such whether the Lender on such datehas agreed to make the Loan. If the Lender agrees to make a Loan hereunder, the Administrative Agent may assume that such Lender has made such funds will arrange the Loan and confirm the details in writing to the Borrower. On the inception date of the borrowing, the Lender will make the proceeds of the Loan available to the Administrative Agent Borrower in immediately available funds at the Borrower's account with Chemical Bank, New York (or any successor thereto), or as the Borrower may otherwise direct in such notice. Without regard to the applicable Interest Period of any Loan, the Loans hereunder shall be payable upon demand by Lender specifying the amount of Loans to be repaid and the date of payment. The Loans to the Borrower shall be evidenced by a grid Note of the Borrower substantially in the form of Exhibit A hereto (the "Note"). The Note will evidence the obligation of the Borrower to pay the aggregate unpaid principal amount of all Loans made by the Lender upon demand by the Lender pursuant to Section 1.01 of this Agreement, together with all accrued interest on such Loans. Entries made on the grid schedules of the Note by the Lender reflecting borrowings, payments and interest rate calculations under this Agreement shall constitute, absent proven error, prima facie evidence of the transactions represented by such entries. The Note shall (i) be dated the date of the initial Loan hereunder, (ii) be payable in accordance with its terms and the terms of this Agreement and (iii) evidence the obligation of the Borrower to pay interest on each Loan made hereunder from the date of such Loan on the unpaid principal amount thereof outstanding from time to time, calculated in accordance with the provisions of Section 1.03 and the outstanding principal amount of such Loan in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available 1.06 or Section 1.07 of this Agreement pursuant to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made repayment notice given by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds under the applicable section of this Agreement. Except for the payment referenced in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderSection 1.07 hereof, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until shall make each payment (including any cash prepayment) hereunder and under the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent Note, not later than 3:00 P.M. (New York City time) on the requested date thereforclose of business of the day when due by wire transfer, in lawful money of the United States of America to the Borrower Lender, at its address referred to in Section 7.02 or to its order as otherwise directed by wire transfer of the Lender, in immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowingfunds.
Appears in 1 contract
Samples: Credit Agreement (Amax Gold Inc)
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Except as otherwise provided in Section 2.03, each Borrowing shall be irrevocable) no made on notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day before (or in the requested date for the making case of the Term Loans. The Notice of Borrowing shall specify (i, the second Business Day) prior to the requested date for the making of the requested Loans, which shall be proposed Borrowing in the case of a Business Day and Borrowing consisting of Eurodollar Rate Loans or (iiy) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which the Loans are shall give to be disbursed, each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for such Loans. Each Lender shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Administrative Borrower at the Agent, ’s address referred to in Dollars Section 8.02.
(b) Anything in funds immediately available subsection (a) above to the Administrative Agent at contrary notwithstanding, (i) no Borrowing of Eurodollar Rate Loans shall be in an amount that is less than $5,000,000, (ii) no Borrowing of Eurodollar Rate Loans shall be permitted if the offices obligation of the Administrative AgentLenders to make Eurodollar Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (iii) Borrowings comprised of Eurodollar Rate Loans may not be outstanding as part of more than twenty separate Interest Periods.
(c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Loan(s) Borrower 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 Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (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 Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(cd) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s Ratable Share of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Share available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to Loans comprising such Borrowing and (and includingii) in the third Business Day after demand is made and thereafter at case of such Lender, the Default Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(de) All Loans The failure of any Lender to make the Loan to be made available by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of such Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Borrowing.
Appears in 1 contract
Making the Loans. (a3) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit B hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 1:00 p.m. (New York City time) on the third date which is 10 Business Day before Days prior to the requested date for the making of the Loans. The proposed Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time, it being understood and agreed that with respect to the Term Loan to be funded on the Effective Date, the Borrower shall be permitted to deliver, and the Administrative Agent shall accept, a Notice of Borrowing dated one (1) Business Day prior to the Effective Date. Such Notice of Borrowing shall be irrevocable (except with respect to the initial Notice of Borrowing, which may be conditioned on closing this Agreement) and shall specify (i) the requested date for the making principal amount and type of the proposed Loan, (ii) whether the Loan is requested Loansto be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date. If no election as to the type of Loan is specified, then the requested Loan shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Reference Rate Loan. Upon receipt If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Each Loan shall be made in Dollars. The Administrative Agent and the Lenders may act without liability upon the basis of written, facsimile or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on the authority of any Authorized Officer of the Borrower to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(a) [Reserved].
(b) Not later than 11:00 A.M. (New York City time) on Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested date on which hereunder, nor shall the Loans are Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to be disbursedmake a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Samples: Financing Agreement (Ezcorp Inc)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) Borrower’s wiring instructions, (iii) whether the Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a LIBOR Rate Loan and, each Lender shall make available in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the use of the proceeds of such proposed Loan, and (v) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith.
(c) Except as otherwise provided in this Section 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic or email notice (immediately confirmed in writing, in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 1 Business Day before in the requested case of Revolving Loans which are Reference Rate Loans and otherwise 3 Business Days prior to the date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether such Loan is requested date on which the Loans are to be disburseda Revolving Loan (it being understood that no Revolving Loans shall be advanced on the Effective Date) or the Term Loan, each Lender shall make available (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $100,000.
(c) (i) Except as otherwise provided in this Section 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure 's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit 2.01(b)(ii) hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no ), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loansproposed Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested Loansproposed Loan, (ii) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a Business Day period contemplated by the definition of the term “Interest Period”. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in integral multiples of $100,000 in excess thereof.
(i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment and the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the principal amount number of each requested Tranche A fund transfers among the Borrower, the Agents and the Lenders, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders with a Revolving Credit Commitment, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders prior to the time of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Borrower gives a Notice of Borrowing requesting a Revolving Loan and Tranche B Loan. Upon the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of BorrowingBorrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of such Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in immediately available funds, at the Payment Office no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrower on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent at the Payment Office or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Borrower.
(iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of such Revolving Loan Lenders, will fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrower on such day. If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount to the Administrative Agent for its own account.
(iv) Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.
(i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Administrative Agent shall notify each Revolving Loan Lender of the contents thereof and of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan to be made by Lender’s initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from such Lender on the requested date specified therein.
(b) Not not later than 11:00 A.M. 12:00 noon (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(ssuch day) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrower for repayment, each Revolving Loan Lender shall promptly remit to the Loan(sAdministrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, immediately after giving effect to such adjustment, each such Revolving Loan Lender’s interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this Section 2.02(d) requested shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender.
(ii) In the event that any Revolving Loan Lender fails to make any payment required to be made by such Lender on such dateit pursuant to Section 2.02(d)(i), the Administrative Agent may assume that shall be entitled to recover such Lender has made corresponding amount on demand from such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrower until shall, for all purposes hereof, be a Revolving Loan made by the date Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and includingfor its own account. Nothing in this Section 2.02(d)(ii) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to or the Borrower or to its order may have against any Revolving Loan Lender as a result of any default by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent a written notice of borrowing substantially in the form of Exhibit C (the “a "Notice of Borrowing”) (which notice shall be irrevocable) no "), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is five (5) Business Day before Days prior to the requested date for the making of the Loansproposed Loan. The Such Notice of Borrowing shall specify (i) the requested date for the making principal amount of the requested Loansproposed Loan (which shall be not less than $2,500,000), (ii) whether the Loan is a Term Loan A and a Term Loan A-1 or a Term Loan B and (iii) the proposed borrowing date, which shall be a Business Day Day, and (ii) the principal amount of which shall not occur more than once each requested Tranche A Loan and Tranche B Loanmonth. Upon receipt of the a Notice of Borrowing, the Administrative Agent shall will promptly notify each Lender of the contents thereof and of the principal amount of each Loan such Lender's Pro Rata Share of such borrowing. The Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Agent in good faith to be made by such from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Agent). The Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the requested date specified thereinBorrower. The Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Not later than 11:00 A.M. Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith.
(New York City timec) on The Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan A Commitment, Total Term Loan A-1 Commitment or Total Term Loan B Commitment, as applicable, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make the Loan requested date on which hereunder, nor shall the Loans are Term Loan A Commitment, the Term Loan A-1 Commitment or the Term Loan B Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to be disbursedmake the Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any the Loan required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice shall be irrevocable) no later than 11:00 A.M. (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the The Administrative Agent shall promptly notify each Lender of the contents thereof and amount of such borrowing. Each such Lender shall deposit an amount equal to its Pro Rata Share of the principal amount of each Loan to be made by such Lender on borrowing with the requested date specified therein.
(b) Not Administrative Agent in the Administrative Agent Account in immediately available funds, not later than 11:00 A.M. 1:00 p.m. (New York City time) on any Funding Date applicable thereto. Subject to the requested date satisfaction of the conditions precedent set forth in Section 5.01 (in the case of Loans made on which the Loans are to be disbursedEffective Date) and Section 5.02, each Lender the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower not later than 3:30 p.m. (New York City time) at the Administrative Agent's office in New York, New York on such Funding Date and shall disburse such proceeds to the Borrower's Disbursement Account. On each day that any Revolving Credit Obligations are outstanding, the Borrower shall be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Credit Obligations outstanding on such day.
(ii) Except as otherwise provided in Dollars this subsection 2.01(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Commitments. The failure of any Lender to deposit the amount described in funds immediately available to clause (i) above with the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Loan on such Funding Date. No Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Loan hereunder nor shall the Commitment of any Loan Lender be increased or decreased as a result of any such failure, and each Lender shall be obligated to make the Loans required to be made by such it by the terms of this Agreement regardless of the failure by any other Lender on such dateLender.
(iii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers to the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but such other Lender shall not be liable obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders, Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in subsection 2.01(d); provided, however, that (a) the Administrative Agent shall in no event fund any such failure.
(c) Unless Loans if the Administrative Agent shall have received written notice from a Lender the Collateral Agent or the Required Lenders on the Business Day prior to 10:00 A.M. (New York City time) on the requested date on which of the Loans are to be disbursed proposed Loan that such Lender one or more of the conditions precedent contained in Section 5.02 will not make available to be satisfied at the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount time of the Loan(sproposed Loan, and (b) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available not otherwise be required to determine that, or take notice whether, the Borrower funds conditions precedent in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.5.02
Appears in 1 contract
Samples: Credit Agreement (Avado Brands Inc)
Making the Loans. (a) The Each Revolving Credit Borrowing shall be made following the issuance of a Notice of Borrowing, given not later than 11:00 A.M. (New York City time) (x) subject to the following clause (y), on the third Business Day prior to the date of the proposed Revolving Credit Borrowing, in the case of a Borrowing in a principal amount of up to $25,000,000, or (y) the tenth Business Day prior to the date of the proposed Revolving Credit Borrowing, in the case of any Borrowing that, together with all other Borrowings requested within the preceding 10 consecutive Business Days, would result in the aggregate principal amount of such Borrowings being greater than $25,000,000 (except in the case of the initial Borrowing on the Effective Date), by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telecopier or electronic communication. Each such Notice of Borrowing shall be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such Revolving Credit Borrowing, and (ii) aggregate amount of such Borrowing. Each Appropriate Lender shall, before 11:00 A.M. (New York City time) on the date of such Revolving Credit Borrowing, make available for the account of its Lending Office to the Administrative Agent notice at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Revolving Credit Borrowing in accordance with the respective Commitments under the Revolving Credit Facility of such Lender and the other Appropriate Lenders. After the Administrative 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 by crediting the Operating Account.
(b) The Term B Borrowing consisting of Term B Loans advanced by the “Term B Lenders on the Effective Date shall be made following the issuance of a Notice of Borrowing”) (which notice shall be irrevocable) no , given not later than 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for the making of the Loansproposed Term B Borrowing, by the Borrower to the Administrative Agent, which shall give to the Term B Lenders prompt notice thereof by telecopier or electronic communication. The Each such Notice of Borrowing shall specify be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) the requested date for the making of the requested Loans, such Term B Borrowing (which shall be a Business Day the Effective Date), and (ii) the principal aggregate amount of each such Term B Borrowing. Each Term B Lender
(c) Notwithstanding anything to the contrary in this Article II, in connection with Loans requested Tranche A Loan and Tranche B Loan. Upon receipt to be made on the Effective Date, if the proceeds of such Loans will be used exclusively to repay and/or refinance in full all obligations of the Notice Existing Loan Parties outstanding on the Effective Date under the Pre-Petition First Lien Credit Agreement and the DIP Credit Agreement, the request for the Borrowing of Borrowing, such Loans may be given by the Borrower to the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made telephonically or by such Lender on the requested date specified therein.
(b) Not electronic communication, not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available third Business Day prior to the Administrative Agentproposed Effective Date, if such request is confirmed in Dollars writing by a Notice of Borrowing given not later than 11:00 A.M. (New York City time) on the proposed Effective Date.
(d) [Reserved].
(e) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Appropriate 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 funds immediately available to such Notice of Borrowing for such Borrowing the Administrative Agent at the offices applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the Administrative Agent, liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan(s) Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(cf) Unless the Administrative Agent shall have received notice from a an Appropriate Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, and the Borrower severally agree to repay or pay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal and to the principal amount of the Loan(s) to be made by such Lender together with pay interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent 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 Loans comprising such Borrowing and (ii) in the case of such Lender, the Eurodollar Rate. If such Lender shall have been repaid pay to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) such corresponding amount, such amount so paid shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount constitute such Lender’s Loan as part of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingBorrowing for all purposes.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (Talen Energy Supply, LLC)
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit D hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is five (5) Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) or such shorter period as the requested date for the making of the requested LoansAgent is willing to accommodate from time to time, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the requested borrowing date on of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) the use of the proceeds of such proposed Loan, and (iii) the proposed borrowing date, which must be a Business Day, and, with respect to the Loans are (other than the Loans made pursuant to Section 2.01(c)), must be the Effective Date. The Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Agent in good faith to be disbursed, from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Agent). Each Borrower hereby waives the right to dispute the Agent's record of the terms of any such telephonic Notice of Borrowing. The Agent and each Lender shall make available be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Agent receives written notice to the Administrative Agent, in Dollars in funds immediately available contrary. The Agent and the Lenders shall have no duty to verify the Administrative Agent at the offices authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith.
(c) Subject to Section 2.01(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan A Commitment and the Total Term Loan B Commitment, as the case may be, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure 's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give request Loans of a Series by delivering, by hand or facsimile, a written request containing the Administrative Agent notice information required in this clause (a) and substantially in the form attached hereto as Exhibit B (a “Notice of Borrowing”) (which notice shall be irrevocable) ), duly executed by an Authorized Officer of the Borrower to the Facility Agent by no later than 11:00 A.M. 1:00 p.m. (New York City time) on the third (3rd) Borrower Business Day before prior to the requested date for of such Loans (the making date of the Loans. The Notice delivery of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the such Notice of Borrowing, the Administrative “Notice Date”), and the Facility Agent shall promptly notify give each applicable Lender prompt notice thereof by facsimile or other electronic means. A Notice of Borrowing shall be irrevocable and shall specify: (i) the Series of the contents thereof and Loans, (ii) the requested date of the Loans, which date shall be a Borrower Business Day occurring during the Availability Period for such Series (the "Funding Date"), (iii) the aggregate principal amount of each Loan the Loans, which amount shall be in a minimum amount of $75,000,000, (iv) the amount of the Required Reserve Amount, (v) the details of the Borrower’s account to which the proceeds of such Loans less (A) the amount, if any, necessary to ensure that the balance on deposit in the Required Reserve Account equals the Required Reserve Amount and (B) the amount of any fees and expenses due on such Funding Date, are to be made by credited and (vi) the direction of the Borrower to the Facility Agent to pay the amounts set forth in clause (v)(A) and (B) from the proceeds of such Lender on Loans directly to the requested date specified thereinReserve Account or the party to whom such fees and expenses are due, as applicable.
(b) Not Provided that the conditions set forth in Article 3 have been satisfied, no later than 11:00 A.M. 1:00 p.m. (New York City time) on the requested date on which the Loans are to be disbursedFunding Date for a Series, each Lender shall make available to the Facility Agent at the Administrative AgentAccount, by wire transfer in Dollars immediately available funds, such Lender’s Loan in funds an amount equal to its Ratable Share of the total Loan amount requested by the Borrower in respect of such Series. The Facility Agent shall, by no later than 4:00 p.m. (New York City time) on such Funding Date (i) credit to the Borrower’s account designated in the Notice of Borrowing, by wire transfer in immediately available funds, the aggregate of the amounts made available to the Administrative Facility Agent at by the offices Lenders for such Series less the amounts set forth in Sections 2.02(a)(v)(A) and (B), (ii) credit the amount set forth in Section 2.02(a)(v)(A) to the Reserve Account, in immediately available funds, from the aggregate of the Administrative Agentamounts made available to the Facility Agent by the Lenders for such Series and (iii) pay to the parties to who such amounts are due, the Loan(s) amounts set forth in Section 2.02(a)(v)(B), in immediately available funds, from the aggregate of the amounts made available to be made the Facility Agent by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable Lenders for such failureSeries.
(c) Unless the Administrative Facility Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed Funding Date for a Series that such Lender will not make available to the Administrative Facility Agent funds with such Lender’s Loan in an amount equal to its Ratable Share of the total Loan amount requested by the Borrower in respect to the Loan(s) requested to be made by of such Lender on such dateSeries, the Administrative Facility Agent may (but shall have no obligation to) assume that such Lender has made its Ratable Share of such funds Series available to the Administrative Facility Agent on such date Funding Date in accordance with subsection (a) of this Section 1.02(b) 2.02 and the Administrative Facility Agent in its sole discretion maymay (but shall have no obligation to), in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made its Ratable Share of such Series available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderFacility Agent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Facility Agent funds in an forthwith such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Facility Agent, at: (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to Loans of such Series and (ii) in the case of such Lender, the Federal Funds Rate. If the Borrower and including) such Lender shall pay such interest to the third Business Day after demand is made and thereafter at Facility Agent for the Default Ratesame or an overlapping period, the Facility Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower to the Facility Agent for such period. If such Lender shall repay to the Facility Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Series for purposes of this Agreement. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Facility Agent.
(d) All Loans The failure of any Lender to make a Loan to be made available by it as part of any Series shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan of such Series on the Administrative Agent in accordance with Section 1.02(b) Funding Date for such Series, but no Lender shall be disbursed responsible for the failure of any other Lender to make any Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowingother Lender.
Appears in 1 contract
Making the Loans. (a) The Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of SOFR Rate Loans, or not later than 1:00 P.M. (New York City Time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Administrative Agent, which shall give the Administrative Agent to each Lender prompt written notice thereof. Each such notice of a Borrowing (the a “Notice of Borrowing”) (which notice shall be irrevocableby telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) no later than 11:00 A.M. Borrowing Date for such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of SOFR Rate Loans, the initial Interest Period for each such Loan. Each Lender shall, before 2:00 P.M. (New York City timeTime) (or, for Borrowings consisting of Base Rate Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the third Business Day before the requested date applicable Borrowing Date, make available for the making account of its Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Xxxxxx’s ratable portion of the LoansBorrowing to be made on such Borrowing Date. The After the Administrative 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 promptly in such manner as the Borrower shall have specified in the applicable Notice of Borrowing.
(b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select SOFR Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make SOFR Rate Loans shall then be suspended pursuant to Section 2.12(b), 2.13 or 2.16, and (ii) Borrowings of more than one Type may be outstanding at the same time; provided, however, there shall be not more than 10 Borrowings at any one time outstanding.
(c) Each Notice of Borrowing shall specify be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise SOFR Rate Loans, the Borrower 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 Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (i) the requested date for the making including loss of anticipated profits), cost or expense incurred by reason of the requested Loans, which shall be a Business Day and (ii) liquidation or reemployment of deposits or other funds acquired by such Lender to fund the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on the requested date specified thereinsuch date.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(cd) Unless the Administrative Agent shall have received written notice from a Lender prior to 10:00 A.M. (New York City time) on any Borrowing Date or, in the requested date on which case of a Base Rate Loan, prior to the Loans are to be disbursed time of Borrowing, that such Lender will not make available to the Administrative Agent funds with respect to such Xxxxxx’s Loan as part of the Loan(s) requested Borrowing to be made by such Lender on such dateBorrowing Date, the Administrative Agent may may, but shall not be required to, assume that such Lender has made such funds portion available to the Administrative Agent on such date Borrowing Date in accordance with subsection (a) of this Section 1.02(b) 2.02, and the Administrative Agent in its sole discretion maymay (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such Loan available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by forthwith on demand such Lender corresponding amount, together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to Loans comprising such Borrowing and (and includingii) in the third Business Day after demand is made and thereafter at case of such Lender, the Default Federal Funds Effective Rate.
(d) All Loans made available . If such Lender shall repay to the Administrative Agent in accordance with Section 1.02(bsuch corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower Term Loan A Borrowing consisting of Term A Loans advanced by the Term Loan A Lenders on the Effective Date shall give be made following the Administrative Agent notice (the “issuance of a Notice of Borrowing”) (which notice shall be irrevocable) no , given not later than 11:00 A.M. (New York City time) on the third Business Day before prior to the requested date for the making of the Loansproposed Term Loan A Borrowing, by the Borrower to the Administrative Agent, which shall give to the Term Loan A Lenders prompt notice thereof by electronic communication. The Each such Notice of Borrowing shall specify be by telephone, confirmed immediately in writing, or by electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) the requested date for the making of the requested Loans, such Term Loan A Borrowing (which shall be a Business Day the Effective Date), and (ii) the principal aggregate amount of each requested Tranche such Term Loan A Borrowing. Each Term Loan and Tranche B Loan. Upon receipt A Lender shall, before 11:00 A.M. (New York City time) on the date of the Notice of such Term Loan A Borrowing, make available for the account of its Lending Office to the Administrative Agent shall promptly notify each Lender at the Administrative Agent’s Account, in same day funds, its Pro Rata Share of the contents thereof amount of such Term Loan A Borrowing in accordance with its Term Loan A Commitment under the Term Loan A Facility. After the Administrative Agent’s receipt of such funds and upon fulfillment of the principal amount of each Loan applicable conditions set forth in Article III, the Borrower hereby directs the Administrative Agent to be made by apply such Lender on funds as set forth in the requested date specified thereinFunds Flow Memorandum.
(b) Not The Term Loan B Borrowing consisting of Term B Loans advanced by the Term Loan B Lenders on the Effective Date shall be made following the issuance of a Notice of Borrowing, given not later than 11:00 A.M. (New York City time) on the requested third Business Day prior to the date on which of the Loans are to be disbursedproposed Term Loan B Borrowing, each Lender shall make available by the Borrower to the Administrative Agent, which shall give to the Term Loan B Lenders prompt notice thereof by electronic communication. Each such Notice of Borrowing shall be by telephone, confirmed immediately in Dollars writing, or by electronic communication, in funds immediately substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Term Loan B Borrowing (which shall be the Effective Date), and (ii) aggregate amount of such Term Loan B Borrowing. Each Term Loan B Lender shall, before 11:00 A.M. (New York City time) on the date of such Term Loan B Borrowing, make available for the account of its Lending Office to the Administrative Agent at the offices Administrative Agent’s Account, in same day funds, its Pro Rata Share of the amount of such Term Loan B Borrowing in accordance with its Term Loan B Commitment under the Term Loan B Facility. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Loan(sBorrower hereby directs the Administrative Agent to apply such funds as set forth in the Funds Flow Memorandum.
(c) Any Notice of Borrowing delivered after the Effective Date shall be irrevocable and binding on the Borrower. The Borrower 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 Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (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 Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(cd) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with Section 1.02(bSections 2.02(a) or 2.02(b), as applicable, and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, and the Borrower severally agree to repay or pay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal and to the principal amount of the Loan(s) to be made by such Lender together with pay interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent 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 2.05 to Loans comprising such Borrowing and (ii) in the case of such Lender, the Eurodollar Rate. If such Lender shall have been repaid pay to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Ratesuch corresponding amount, such amount so paid shall constitute such Lender’s Loan as part of such Borrowing for all purposes.
(de) All Loans The failure of any Lender to make the Loan to be made available by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of such Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Borrowing.
Appears in 1 contract
Samples: Senior Secured Term Loan Credit Agreement (U.S. Well Services, Inc.)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephone notice (immediately confirmed in writing, in substantially the “form of Exhibit H hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no "), not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day before the requested date for the making of the Loansproposed Loan. The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the proposed Loan, (ii) in the case of Loans requested Loanson the Effective Date and on the Term Loan C Effective Date, whether such Loan is requested to be a Revolving Loan or a Term Loan, (iii) if requested by the Administrative Agent, the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which shall must be a Business Day Day, 29 37 and, with respect to the Term Loan A and the Term Loan B, must be the Effective Date and with respect to the Term Loan C, must be the Term Loan C Effective Date, and (iiv) in the principal amount case of each requested Tranche A Loan and Tranche B Loan. Upon receipt Revolving Loans, a Borrowing Base Certificate current as of the close of business on the immediately preceding day and otherwise complying with the conditions of Section 7.01(a)(vi), supported by a schedule showing the derivation thereof. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent) in the absence of gross negligence or willful misconduct on the part of the Administrative Agent as determined by a final judgment of a court of competent jurisdiction. The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing, . The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall promptly notify each Lender have no duty to verify the authenticity of the contents thereof and signature appearing on any written Notice of the principal amount of each Loan to Borrowing. Except as otherwise provided in this Section 2.02, Loans shall be made ratably by such Lender on the requested date specified thereinLenders in accordance with their respective Revolving Credit Commitments, Term Loan A Commitments, Term Loan B Commitments and Term Loan C Commitments, as the case may be.
(b) Not later than 11:00 A.M. Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $50,000 and shall be in an integral multiple of $25,000.
(New York City timei) on Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment, the Total Term Loan A Commitment, the Total Term Loan B Commitment and the Total Term Loan C Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested date on which hereunder, nor shall the Loans are Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to be disbursedmake a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender Lender.
(ii) Notwithstanding any other provision of its obligation this Agreement, and in order to make any Loan to be made by such other Lender on such datereduce the number of fund transfers among the Borrower, the Agents and the Lenders, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but such other Lender shall not be liable obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in subsection 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund such failure.
(c) Unless Loans if the Administrative Agent shall have received written notice from a Lender the Required Lenders on the Business Day prior to 10:00 A.M. (New York City time) on the requested date on which day of the Loans are to be disbursed proposed Loan that such Lender one or more of the conditions precedent contained in Section 5.02 will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.30 38
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Except as otherwise provided in Section 2.03, each Borrowing shall be irrevocable) no made on notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day before (or in the requested date for the making case of the Term Loans. The Notice of Borrowing shall specify (i, the second Business Day) prior to the requested date for the making of the requested Loans, which shall be proposed Borrowing in the case of a Business Day and Borrowing consisting of Eurodollar Rate Loans or (iiy) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which the Loans are shall give to be disbursed, each Lender prompt notice thereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier in substantially the form of Exhibit B hereto, or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for such Loans. Each Lender shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent Borrower at the offices Agent’s address referred to in Section 8.02.
(b) Each Borrowing of Eurodollar Rate Loans shall be in an amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and each Borrowing of Base Rate Loans shall be in an amount of $500,000 or a whole multiple of $100,000 in excess thereof; provided that (i) if the Lenders fund their participation interests in any Letter of Credit pursuant to Section 2.03(c), the resulting Borrowing may be in the amount of the Administrative Agentpayment made by the applicable Issuing Bank in respect of such Letter of Credit; and (ii) if at any time the aggregate amount of the A-1 Term Loans and/or the A-2 Term Loans is not a whole multiple of $1,000,000, then the Borrower may maintain one Borrowing of the applicable Class of Term Loans that is not such a whole multiple (but is not less than $5,000,000). Borrowings comprised of Eurodollar Rate Loans may not be outstanding as part of more than (x) ten separate Interest Periods with respect to Loans of a single Class and (y) twenty separate Interest Periods in the aggregate for Loans of all Classes.
(c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Loan(s) Borrower 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 Borrowing the applicable conditions set forth in Article III, including any loss (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 Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(cd) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s Ratable Share of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Share available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to Loans comprising such Borrowing and (and includingii) in the third Business Day after demand is made and thereafter at case of such Lender, the Default Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(de) All Loans The failure of any Lender to make the Loan to be made available by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of such Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (in writing, in substantially the form of Exhibit C hereto or such other form approved by the Administrative Agent (a “Notice of Borrowing”) (which notice shall be irrevocable) no ), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is one (1) Business Day before in the requested case of Loans which are Reference Rate Loans and otherwise three (3) Business Days prior to the date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify
(i) the principal amount of the proposed Loan,
(ii) [reserved],
(iii) whether the Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a SOFR Loan and, each Lender in the case of a SOFR Loan, the initial Interest Period with respect thereto,
(iv) [reserved], and
(v) the account information for the Borrower.
(b) If any notice does not include the type of loan, it shall make available be deemed a Reference Rate Loan. If a notice does not contain an Interest Period, the Loan shall be deemed to have an Interest Period of three months. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(c) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith.
(i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by 12:00 noon on the date of the proposed Loan, by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment to the account of the Administrative Agent, the Loan(s) to it being understood that no Lender shall be made responsible for any default by such any other Lender on such date. Any in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender Lender. Upon receipt of its obligation all requested funds, the Administrative Agent shall wire such funds to make any the Borrower (or, in the case of the Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such dateEffective Date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Disbursement Letter”) along with the Notice of Borrowing).
Appears in 1 contract
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. (i) 12:00 noon (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed LIBOR Rate Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the requested borrowing date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(sproposed LIBOR Rate Loan) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
and (cii) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. 12:00 noon (New York City time) on the date that is 1 Business Day prior to the date of the proposed Reference Rate Loan; provided, that any Notice of Borrowing with respect to Loans to be made on the Effective Date shall be required to be delivered by 5:00 p.m. on the Business Day prior to the Effective Date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) in the case of Loans requested date on the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, which shall be a period contemplated by the definition of the term "Interest Period", and (iv) the proposed borrowing date, which must be a Business Day, and, with respect to any Term Loan, must be the Effective Date. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $100,000 and integral multiples of $50,000 in excess thereof.
(i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans are required to be disbursed made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such Lender Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in immediately available funds, in the Administrative Agent's Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent funds with respect requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Loan(s) requested Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent in the Administrative Agent's Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be made deposited in an account designated by such Lender the Administrative Borrower.
(iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on such datebehalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such funds amount available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower Borrowers on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrowers and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Revolving Loan Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by on demand from such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower until of such failure and the date Borrowers shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Ratefor its own account.
(div) All Loans made available Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(bor the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.
(i) shall be disbursed by With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a "Settlement Period"), the Administrative Agent shall notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender's initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 3:00 P.M. 2:00 p.m. (New York City time) if the Administrative Agent requests payment from such Lender not later than 12:00 noon (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately such day) make available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrowers for repayment, each Revolving Loan Lender shall promptly remit to the Administrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender's interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this Section 2.02(d) shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender.
(ii) In the “Pay Proceeds Letter”) along event that any Revolving Loan Lender fails to make any payment required to be made by it pursuant to Section 2.02(d)(i), the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the Notice date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower of Borrowingsuch failure and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent for its own account. Nothing in this Section 2.02 shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.
Appears in 1 contract
Making the Loans. (a) The Administrative Borrower ---------------- shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit B (a "Notice of --------- --------- Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date --------- which is three (3) Business Day before Days (or such shorter period as may be acceptable to the requested Administrative Agent) prior to the date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day proposed Loan with respect to Term Loan B and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, on shorter notice as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time with respect to any Revolving Loans, but in no event later than 11:00 A.M. 1:00 p.m. (New York City time) on the requested borrowing date of the proposed Revolving Loan, it being understood that so long as CUSA acts as the Administrative Agent, if the amount of any proposed Revolving Loan does not exceed the lesser of (i) amount available on the Revolving Loan at such time and (ii) $20,000,000, CUSA, acting as the Administrative Agent, may make such proposed Loan on the Business Day of the borrowing request. Notwithstanding the foregoing, the Administrative Borrower shall give the Administrative Agent (x) five (5) Business Days notice prior to the date of any proposed Term Loan A advance and (y) three (3) Business Days notice prior to the date of any proposed Revolving Loan which is a Eurodollar Rate Loan. Each such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, in the case of the Term Loan B, shall fully utilize the Total Term Loan B Commitment on the Facility Effective Date, (ii) the use of the proceeds of such proposed Loan, (iii) the proposed borrowing date, which must be a Business Day, and with respect to the Revolving Loans and the Term A Loan advances, must be on or after the Facility Effective Date, and in the case of the Term Loan B, must be the Facility Effective Date, (iv) whether the Loan is a Revolving Loan, Term Loan A or Term Loan B or a combination thereof, (v) whether any portion of the proposed borrowing of any Revolving Loan will be Reference Rate Loans or Eurodollar Rate Loans and (vi) the initial Interest Period or Periods for any portion of any Revolving Loans which are Eurodollar Rate Loans. Revolving Loans shall be made as Reference Rate Loans unless, subject to Section 2.10, the Notice of Borrowing specifies that all or a portion ------------ thereof shall be Eurodollar Rate Loans. Each borrowing of Eurodollar Rate Loans shall be in an aggregate amount of $15 million or an integral multiples of $1 million in excess thereof; provided, however, that the -------- ------- aggregate amount of the Eurodollar Rate Loans for each Interest Period must be in an amount of $15 million or an integral multiple of $1 million in excess thereof. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be disbursed, each Lender shall make available from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent, in Dollars in funds immediately available ). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan which is a Reference Rate Loan shall be made in a minimum amount of $100,000 and shall be in an integral multiple of $100,000. Each Revolving Loan which is a Eurodollar Rate Loan shall be made in a minimum amount of $15,000,000 and shall be in an integral multiple of $1,000,000.
(i) Except as otherwise provided in this Section 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders --------------- simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the applicable Total Term Loan Commitment, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure 's obligations to make a Loan requested hereunder, nor shall the Revolving Credit Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender Lender.
(ii) Notwithstanding any other provision of its obligation this Agreement, and in order to make any Loan to be made by such other Lender on such datereduce the number of fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but such other Lender shall not be liable obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for ------------ settlement set forth in Section 2.02(d); provided, however, that (a) the --------------- -------- ------- Administrative Agent shall in no event fund any such failure.
(c) Unless Revolving Loans if the Administrative Agent shall have received written notice from a Lender the Collateral Agent or the Required Lenders on the Business Day prior to 10:00 A.M. (New York City time) on the requested date on which of the Loans are to be disbursed proposed Revolving Loan that such Lender one or more of the conditions precedent contained in Section 6.02 will not make available to be satisfied at the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount time of the Loan(sproposed ------------ Revolving Loan, and (b) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 6.02 have so made available to been satisfied. All Revolving Loans funded by the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the ------------ Administrative Agent funds in an amount equal pursuant to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with this Section 1.02(b2.02(c) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.Reference ---------------
Appears in 1 contract
Samples: Financing Agreement (Solutia Inc)
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit C hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 10 Business Day before Days prior to the requested date for the making of the Loans. The proposed Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time); provided, that any Notice of Borrowing with respect to Loans to be made on the Effective Date shall be required to be delivered by 5:00 p.m. on the Business Day prior to the Effective Date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the proposed Loan, (ii) in the case of Loans requested Loanson the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, which shall be a period contemplated by the definition of the term “Interest Period”, and (iv) the proposed borrowing date, which must be a Business Day Day, and, with respect to any Term Loan, must be the Effective Date. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $1,000,000 and integral multiples of $50,000 in excess thereof.
(i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the principal amount number of each requested Tranche A fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and Tranche B Loan. Upon the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of BorrowingBorrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in immediately available funds, in the Administrative Agent’s Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent in the Administrative Agent’s Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Administrative Borrower.
(iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrowers on such day. If the Administrative Agent makes such corresponding amount available to the Borrowers and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent for its own account.
(iv) Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.
(i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Administrative Agent shall notify each Revolving Loan Lender of the contents thereof and of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan to be made by Lender’s initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from such Lender on the requested date specified therein.
(b) Not not later than 11:00 A.M. 12:00 noon (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(ssuch day) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrowers for repayment, each Revolving Loan Lender shall promptly remit to the Loan(sAdministrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender’s interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this Section 2.02(d) requested shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender.
(ii) In the event that any Revolving Loan Lender fails to make any payment required to be made by such Lender on such dateit pursuant to Section 2.02(d)(i), the Administrative Agent may assume that shall be entitled to recover such Lender has made corresponding amount on demand from such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower until of such failure and the date Borrowers shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available for its own account. Nothing in this Section 2.02 shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed or the Borrowers may have against any Revolving Loan Lender as a result of any default by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent prior notice in writing, in substantially the form of Exhibit C hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no or such other form approved by the Administrative Agent, not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify which is (i) in the requested date for the making case of the requested LoansTerm Loan, which shall be a three (3) Business Day Days prior to the Effective Date and (ii) three (3) Business Days prior to the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt date of the Notice of Borrowing, proposed Revolving Loan (or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the requested borrowing date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(sproposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(sproposed Loan, (ii) whether such Loan is requested to be made by such Lender on behalf a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan, (iv) the use of the proceeds of such Lender. If proposed Loan, (v) Borrower’s account wiring instructions, and to (vi) the extent such Lender shall not have so made available to the Administrative Agent funds proposed borrowing date, which must be a Business Day, and, with respect to the Loan(s) requested to Term Loan, must be made by such Lender on such date the Effective Date. The Administrative Agent and the Administrative Agent shall have so made available to Lenders may act without liability upon the Borrower funds in an amount equal to the principal amount basis of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available written notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the date such amount Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have been repaid no duty to verify the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions authenticity of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the signature appearing on any written Notice of Borrowing.
Appears in 1 contract
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) (with a copy to the Administrative Agent) prior written notice (in substantially the form of Exhibit C hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 5 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of (with respect to the contents thereof and of Term Loans) or the principal amount of each Loan Revolving Agent (with respect to be made by such Lender on the requested date specified therein.
(bRevolving Loans) Not is willing to accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, with respect to the Amendment No. 921 Term LoanLoans #2 to be made on the Amendment No. 9 EffectiveL/C Facility Closing Date, shall be in the aggregate amount of $15,000,00012,500,000, (ii) whether the Loan is requested date on to be a Reference Rate Loan or a SOFR Loan and, in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the Loans initial Term Loan, must be the Effective Date, and (v) the wire instructions of the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of a Notice of Borrowing, the applicable Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shall thereafter make its Pro Rata Share of the Loan available to the Administrative applicable Agent, in Dollars in funds immediately available to funds, in the Administrative Agent at Revolving Agent's Account (in the offices case of Revolving Loans) or the Administrative Agent, ’s Account (in the Loan(scase of Term Loans) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. no later than 12:00 noon (New York City time) on the date of the proposed Loan. Upon receipt of all requested date on which funds, the Loans are to be disbursed that applicable Agent will make the proceeds of such Lender will not make Loan available to the Administrative Agent Borrower on the day of the proposed Loan by causing an amount, in immediately available funds with respect to be deposited in an account designated by the Administrative Borrower in the applicable Notice of Borrowing. The Agents and the Lenders may act without liability upon the basis of written notice believed by the Agents (or either of them) in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Loan(sAgents (or either of them)). Each Borrower hereby waives the right to dispute any Agent's record of the terms of any such Notice of Borrowing. Each Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until such Agent receives written notice to the
(i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Xxxxxx's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Revolving Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Revolving Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (A) the Revolving Agent shall in no event fund any such Lender on such date, Revolving Loans if the Revolving Agent shall have received written notice from the Administrative Agent may assume that such Lender has made such funds available or the Required Revolving Loan Lenders on the Business Day prior to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(sproposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (B) to be made by such Lender on behalf of such Lender. If and to the extent such Lender Revolving Agent shall not have so made available otherwise be required to determine that, or take notice whether, the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds conditions precedent in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.5.02
Appears in 1 contract
Making the Loans. (a) The Administrative Borrower ---------------- shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the “form of Exhibit D hereto (a "Notice of Borrowing”) (which notice shall be irrevocable) no ")), not later than 11:00 A.M. 12:00 noon (New York City time) on ------------------- the date which is five (5) Business Days prior to the date of the proposed Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 1:00 p.m. (New York City time) on the third borrowing date of the proposed Loan, it being understood that so long as Foothill acts as the Administrative Agent and the amount of the proposed Loan does not exceed $10,000,000, Foothill, acting as the Administrative Agent, may make such proposed Loan on the Business Day before the requested date for the making of the Loansborrowing request). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested proposed Loan, which, in the case of the Revolving B Loans and the Revolving C Loans, which shall be a Business Day fully utilize the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment on the Effective Date, (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt use of the Notice proceeds of Borrowingsuch proposed Loan, (iii) the proposed borrowing date, which must be a Business Day, and (iv) whether the Loan is a Revolving A Loan, Revolving B Loan or Revolving C Loan or a combination thereof. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan in good faith to be made by such Lender on from the requested date specified therein.
Administrative Borrower (b) Not later than 11:00 A.M. (New York City time) on or from any Authorized Officer thereof designated in writing purportedly from the requested date on which the Loans are to be disbursed, each Lender shall make available Administrative Borrower to the Administrative Agent, in Dollars in funds immediately available ). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agent, the Loan(s) to be made by such Lender signature appearing on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the written Notice of Borrowing.
Appears in 1 contract
Samples: Financing Agreement (Solutia Inc)
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Revolving Credit Loans shall be irrevocable) no made pursuant to a Revolving Credit Borrowing. Each Revolving Credit Borrowing shall be made on notice, given by the Borrower to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day before the requested date for the making of the proposed Revolving Credit Borrowing; PROVIDED, HOWEVER, that in the case of Eurodollar Rate Loans, the Borrower shall give notice to the Agent three Business Days prior to the date of the proposed Revolving Credit Borrowing. The Each such notice (a "NOTICE OF BORROWING") shall be in substantially the form of EXHIBIT B. Revolving Credit Loans shall be made as Base Rate Loans unless (subject to SECTION 2.11) the Notice of Borrowing specifies that all or a pro rata portion thereof shall specify (i) be Eurodollar Rate Loans; PROVIDED, HOWEVER, that the requested date for the making aggregate of the requested Loans, which Eurodollar Rate Loans for each Interest Period must be in an amount of not less than $3,000,000 or an integral multiple of $1,000,000 in excess thereof.
(b) Each Swing Loan shall be a Business Day made upon such notice as the Swing Loan Bank and the Borrower shall agree. All Swing Loan Borrowings shall be made as Base Rate Loans.
(iic) The Agent shall give to each Lender prompt notice of the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon Agent's receipt of the a Notice of Borrowing with respect to Revolving Credit Loans and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Administrative Agent shall promptly notify each information required under SECTION 2.9. Each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. shall, before 1:00 P.M. (New York City time) on the requested date on which of the Loans are proposed Revolving Credit Borrowing, make available for the account of its Applicable Lending Office to be disbursedthe Agent at its address referred to in SECTION 10.2, each Lender shall in immediately available funds, such Lender's Ratable Portion of such proposed Revolving Credit Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in ARTICLE III, the Agent will make such funds available to the Administrative AgentBorrower in a bank account maintained by the Borrower at CUSA.
(d) Each Borrowing shall be in an aggregate amount of not less than $1,000,000.
(e) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any proposed Borrowing where the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Borrower 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 Dollars such Notice of Borrowing for such proposed Revolving Credit Borrowing the applicable conditions set forth in funds immediately available to the Administrative Agent at the offices ARTICLE III, including, without limitation, any loss (including, without limitation, loss of anticipated profits), cost or expense incurred by reason of the Administrative Agent, the Loan(s) liquidation or reemployment of deposits or other funds acquired by such Lender to fund any Eurodollar Rate Loan to be made by such Lender as part of such proposed Borrowing when such Eurodollar Rate Loan, as a result of such failure, is not made on such date. Any Lender’s failure to make There shall be no more than six separate Interest Periods in the aggregate outstanding at any Loan to be made by it on the requested date therefor shall not relieve any other Lender one time in respect of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureEurodollar Rate Loans.
(cf) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of any proposed Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender's Ratable Portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds Ratable Portion available to the Administrative Agent on the date of such date Revolving Credit Borrowing in accordance with Section 1.02(b) this SECTION 2.2 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest Rate until time to the Loans comprising such Borrowing and (and includingii) in the third Business Day after demand is made and thereafter at case of such Lender, the Default Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have to the Borrower hereunder.
(dg) All Loans The failure of any Lender to make the Loan to be made available by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Administrative Agent in accordance with Section 1.02(b) date of such Borrowing, but no Lender shall be disbursed responsible for the failure of any other Lender to make the Loan to be made by the Administrative Agent not later than 3:00 P.M. (New York City time) such other Lender on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of any Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Each Borrowing shall be irrevocable) no made on notice, given not later than 11:00 A.M. (x) noon (New York City time) on the third Business Day before (in the requested date for the making case of the Loans. The Notice of proposed Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date specified therein.
of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans or (by) Not later than 11:00 A.M. noon (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by fax or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit B hereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date on which and Facility of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the Loans are to be disbursedcase of a Borrowing consisting of Eurocurrency Rate Loans, each initial Interest Period. Each Appropriate Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s(1) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. before noon (New York City time) on the requested date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on which the Loans are date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be. Notwithstanding any other provision contained herein to the contrary, the last day of each Interest Period in effect with respect to each B Term Loan outstanding immediately prior to (x) the First Amendment Effective Date shall be deemed to be disbursed the First Amendment Effective Date, and on the First Amendment Effective Date, the Borrower shall pay interest on the unpaid principal amount of each B Term Loan that is accrued and unpaid through but excluding the First Amendment Effective Date at the rate per annum applicable to such Interest Period under Section 2.07(a)(i) or 2.07(a)(ii), as applicable, and (y) the Second Amendment Restatement Date shall be deemed to be the Second Amendment Restatement Date, and on the Second Amendment Restatement Date, the Borrower shall pay interest on the unpaid principal amount of each B Term Loan that is accrued and unpaid through but excluding the Second Amendment Restatement Date at the rate per annum applicable to such Interest Period under Section 2.07(a)(i) or 2.07(a)(ii), as applicable. Each B Term Loan outstanding as of (A) the First Amendment Effective Date will be deemed continued on the First Amendment Effective Date as a B Term Loan with an initial Interest Period as set forth on the notice of continuation attached as Exhibit A to the First Amendment and (B) the Second Amendment Restatement Date will be deemed continued on the Second Amendment Restatement Date as a B Term Loan with an initial Interest Period as set forth on the notice of continuation attached as Exhibit A to the Second Amendment. Notwithstanding any other provision contained herein to the contrary, the last day of each Interest Period in effect with respect to each A3 Term Loan and A5 Term Loan outstanding immediately prior to the Second Amendment Restatement Date shall be deemed to be the Second Amendment Restatement Date, and on the Second Amendment Restatement Date, the Borrower shall pay interest on the unpaid principal amount of each A3 Term Loan and A5 Term Loan that is accrued and unpaid through but excluding the Second Amendment Restatement Date at the rate per annum applicable to such Interest Period under Section 2.07(a)(i) or 2.07(a)(ii), as applicable. Each A3 Term Loan or A5 Term Loan outstanding as of the Second Amendment Restatement Date will be deemed continued on the Second Amendment Restatement Date as an A3 Term Loan or A5 Term Loan, as applicable, with an initial Interest Period as set forth on the notice of continuation attached as Exhibit A to the Second Amendment. [[NYCORP:3664832v12::08/15/2017--08:07 PM]]
(a) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Loans shall then be suspended pursuant to Section 2.08 or 2.12, and (ii) the Eurocurrency Rate Loans may not be outstanding as part of more than six separate Borrowings.
(b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, the Borrower shall indemnify each Appropriate 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 Borrowing for such Borrowing the applicable conditions set forth herein, including any loss (including loss of margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on such date.
(c) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with subsection (a) of this Section 1.02(b) 2.02 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the applicable Interest Rate until time to the Loans comprising such Borrowing and (and includingB) the third Business Day after demand is made cost of funds incurred by the Agent in respect of such amount and thereafter at (ii) in the Default 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 Loan as part of such Borrowing for purposes of this Agreement.
(d) All The obligations of the Lenders hereunder to make Loans made available and to the Administrative Agent in accordance with make payments pursuant to Section 1.02(b9.04(c) are several and not joint. The failure of any Appropriate Lender to make any Loan or to make any payment under Section 9.04(c) on any date required hereunder shall not relieve any other Appropriate Lender of its corresponding obligation to do so on such date and no Lender shall be disbursed by responsible for the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, failure of any other Lender to the Borrower make its Loan or to make its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowingunder Section 9.04(c).
Appears in 1 contract
Making the Loans. (a) The Administrative Borrower shall give notice to the Administrative Agent notice which may be given by (x) telephone or (y) in writing, in substantially the “form of Exhibit C hereto (a "Notice of Borrowing”")) (which provided, that, any telephonic notice shall must be irrevocable) no confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing), not later than 11:00 A.M. (A) 1:00 p.m. (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan, if made as a LIBOR Rate Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 1:00 p.m. (New York City time) on the borrowing date of the proposed Loan) or (B) 1:00 p.m. on the date of the proposed Loan, if made as a Reference Rate Loan. Any such Notice of Borrowing shall be irrevocable and shall specify (i) the applicable Borrower and principal amount of the proposed Loan, (ii) in the case of Loans requested date on which the Loans are Effective Date, whether such Loan is requested to be disburseda Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iv) the proposed borrowing date, which must be a Business Day, and (1) with respect to the portion of the Term Loan funded pursuant to the Total Original Term Loan Commitment must be the Effective Date, (2) with respect to the portion of the Term Loan funded pursuant to the Total Term A Loan Commitment must be the First Amendment Effective Date, (3) with respect to the portion of the Term Loan funded pursuant to the Total Term A-1 Loan Commitment must be the Third Amendment Effective Date and (4) with respect to the portion of the Term Loan funded pursuant to the Total Term A-2 Loan Commitment must be the Fourth Amendment Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(a) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $100,000 and shall be in an integral multiple of $100,000.
(b) (i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(i) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (A) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (B) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the requested Revolving Loan available to the Administrative Agent, in Dollars immediately available funds, in funds the Administrative Agent's Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent in the Administrative Agent's Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Administrative Borrower.
(ii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of the Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrowers on such day. If the Administrative Agent makes such corresponding amount available to the Borrowers and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the offices of Federal Funds Effective Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Loan(s) Administrative Agent shall promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall immediately pay such corresponding amount to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of Administrative Agent for its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureown account.
(ciii) Unless Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.
(i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a "Settlement Period"), the Administrative Agent shall have received notice notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender's initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from a such Lender prior to 10:00 A.M. not later than 1:00 p.m. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not day) make available to the Administrative Agent funds with respect its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrowers for repayment, each Revolving Loan Lender shall promptly remit to the Loan(sAdministrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender's interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this Section 2.02(d) requested shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender.
(i) In the event that any Revolving Loan Lender fails to make any payment required to be made by such Lender on such dateit pursuant to Section 2.02(d)(i), the Administrative Agent may assume that shall be entitled to recover such Lender has made corresponding amount on demand from such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower until of such failure and the date Borrowers shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and includingfor its own account. Nothing in this Section 2.02(d)(ii) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed or the Borrowers may have against any Revolving Loan Lender as a result of any default by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice shall be irrevocable) no later than 11:00 A.M. (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and amount of the principal borrowing of the Loans. Each Lender shall deposit in the Administrative Agent Account an amount equal to its Pro Rata Share of the amount of each Loan to be made such borrowing by such Lender on the requested date specified therein.
(b) Not wire transfer of immediately available funds, not later than 11:00 A.M. 10:00 a.m. (New York City time) on the requested date on which Disbursement Date. Subject to the Loans are satisfaction of the conditions precedent set forth in Section 4.02, to be disbursedthe extent received from the Lenders, each Lender the Administrative Agent shall make such proceeds available to the Administrative Agent, in Dollars in funds immediately available Borrower on the Disbursement Date to the Administrative Agent at account with such bank or any other financial institution designed by the offices Borrower in the Notice of the Administrative AgentBorrowing.
(i) Except as otherwise provided in Section 2.01(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares. No Lender on such date. Any Lender’s shall be responsible for any failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of to perform its obligation to make any a Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failurehereunder.
(cii) Unless the Administrative Agent shall have received notice from a Lender Lender, prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed Disbursement Date, that such Lender will not make available to the Administrative Agent funds with respect to such Lender’s Pro Rata Share of the Loan(s) requested to be made by amount of such Lender on such dateborrowing, the Administrative Agent may may, but shall not be required to, assume that such Lender has made such funds Pro Rata Share of the amount of such borrowing available to the Administrative Agent on such date in accordance with Section 1.02(b2.01(c) and the Administrative Agent in its sole discretion may, but shall not be required to, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to a corresponding amount. If any Lender either does not make its Pro Rata Share of the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made borrowing available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have or delays in doing so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than past 3:00 P.M. p.m. (New York City time) on the requested date thereforDisbursement Date (such Lender (until it makes such Pro Rata Share available) hereinafter referred to as a “Defaulting Lender”), then the Administrative Agent shall immediately notify the Borrower of such default. If the Administrative Agent has made available to the Borrower or an amount corresponding to its order by wire transfer such Defaulting Lender’s Pro Rata Share of immediately available funds in the aggregate principal amount of such Loans in accordance with borrowing, then the payment instructions of Defaulting Lender and the Borrower set forth in the letter jointly and severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, on each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at:
(1) in the “Pay Proceeds Letter”case of the Defaulting Lender, the Federal Funds Rate; or
(2) along in the case of the Borrower, the interest rate applicable to the Loans. If, with respect to the Notice immediately preceding sentence, the Borrower pays such amount and interest thereon to the Administrative Agent, then the Defaulting Lender shall indemnify and hold harmless the Borrower from and against such amount and interest thereon, and if such Defaulting Lender pays such amount to the Administrative Agent, then such amount shall constitute such Defaulting Lender’s Pro Rata Share of Borrowingthe amount of such borrowing. If the Administrative Agent, in its discretion, does not make available to the Borrower an amount corresponding to the Defaulting Lender’s Pro Rata Share of the amount of such borrowing, then the Defaulting Lender shall indemnify and hold harmless the Credit Parties from and against such amount as well as any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable fees and disbursements for counsel including allocated cost of internal counsel) resulting from any failure on the part of the Defaulting Lender to provide, or from any delay in providing, the Administrative Agent with such Defaulting Lender’s Pro Rata Share of the amount of such borrowing, but no Lender shall be so liable for any such failure on the part of or caused by any other Lender or the Administrative Agent or the Credit Parties. The Administrative Agent, upon notice by the Borrower that such reimbursement is due from the applicable Defaulting Lender, shall notify such Defaulting Lender of the amount of the reimbursement due, including interest thereon, and shall forward such amount to the Borrower upon receipt from the Defaulting Lender.
Appears in 1 contract
Samples: Senior Unsecured Dutch Loan Agreement (Cemex Sab De Cv)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit 2.04(a) hereto (a “Notice of Request for Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 1:00 p.m. (New York City time) on the third date which is one (1) Business Day before prior to the requested date proposed Funding Date of each proposed Loan. Such Request for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) specify the principal amount of the proposed Loan, (ii) specify the proposed Funding Date, which must be a Business Day; (iii) be accompanied by a Borrowing Base Certificate, which shall include the amount of each requested Tranche A of Eligible Corporate Advances, Eligible Escrow Advances, Eligible MBS Advances or the Market Value of Eligible Pledged Servicing Receivables; and (iv) a verification by the Advance Verification Agent of the amount of each of Eligible Corporate Advances, Eligible Escrow Advances, Eligible MBS Advances set forth in such Borrowing Base Certificate. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied, e-mail or telephonic notice reasonably believed by the Administrative Agent to be from the Borrower (or from any Responsible Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Responsible Officer’s authority to request a Loan and Tranche B Loanon behalf of the Borrower. Upon Notice of receipt of the Notice of each Request for Borrowing, together with the amount of each Lender’s Pro Rata Share thereof, shall be provided by the Administrative Agent to each Lender by email with reasonable promptness, but (provided the Administrative Agent shall promptly notify each have received such notice by 1:00 p.m. (New York City time)) on the same Business Day as the Administrative Agent’s receipt of such Request for Borrowing from the Borrower. Each Lender of shall make the contents thereof and of the principal amount of each its Loan available to be made by such Lender on the requested date specified therein.
(b) Not Administrative Agent not later than 11:00 A.M. 1:00 p.m. (New York City time) on the requested date on which the Loans are to be disbursedeach proposed Funding Date by wire transfer of same day funds in dollars, each Lender shall make available to the Administrative Agent’s Account.
(b) By delivering a Request for Borrowing, in Dollars in funds immediately available the Borrower represents and warrants to the Administrative Agent at and each Lender that, after taking into account the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) requested Loan, all conditions precedent to such Loan specified in Section 5.01 and/or Section 5.02, as applicable, will be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) satisfied on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowingrelated Funding Date.
Appears in 1 contract
Samples: Loan and Security Agreement (Mr. Cooper Group Inc.)
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior written notice in substantially the form of Exhibit B hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no ), not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day before the requested date for the making of the Loans. The proposed Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, provided, that such Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, received by the Administrative Agent shall promptly notify each Lender Agent, (x) in the case of the contents thereof and a borrowing consisting of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not a Reference Rate Loan, not later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Reference Rate Loan, and (y) in the case of a borrowing consisting of LIBOR Rate Loans, not later than 12:00 noon (New York City time) on a date that is two (2) Business Days prior to the proposed borrowing). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, which, in the case of the Term Loan A, shall fully utilize the Total Term Loan A Commitment on the Effective Date, and in the case of the Term Loan B, shall fully utilize the Total Term Loan B Commitment on the Effective Date, (ii) whether such Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and with respect to the Term Loan A and the Term Loan B, must be the Effective Date, and (v) whether the Loan is a Revolving Loan, Term Loan A or Term Loan B. The Administrative Agent and the Lenders may act without liability upon the basis of written or telecopied notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer, the Assistant Treasurer or the Vice President of Finance and Accounting thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing in accordance therewith. In the case of the Revolving Loans, (i) each Reference Rate Loan shall be made in a minimum amount of $200,000 and shall be in an integral multiple of $100,000 and (ii) each LIBOR Rate Loan shall be made in a minimum amount of $1,000,000 and in integral multiples of $500,000 in excess thereof. In the case of the Term Loan A and the Term Loan B, (i) each Reference Rate Loan shall be made in a minimum amount of $1,000,000 and shall be in an integral multiple of $500,000 and (ii) each LIBOR Rate Loan shall be made in a minimum amount of $1,000,000 and in integral multiples of $500,000 in excess thereof. No more than ten (10) Interest Periods in the aggregate for the Borrowers may exist at any one time.
(i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment, the Total Term Loan A Commitment or the Total Term Loan B Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Loan Lenders, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in subsection 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Revolving Loan Lenders on the Business Day prior to the date of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 6.02 will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 6.02 have been satisfied. If either (x) the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan that is a LIBOR Rate Loan or (y) the Administrative Agent elects not to fund a requested Revolving Loan that is a Reference Rate Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of the Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in Dollars immediately available funds, in funds immediately the Administrative
(1) on the date of the proposed Revolving Loan in the case of a Reference Rate Loan and (2) one day prior to the date of the proposed Revolving Loan, in the case of a LIBOR Rate Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrowers on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent at in the offices Administrative Agent’s Account or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Administrative Borrower.
(iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, the Loan(s) to be made by on behalf of such Lender on such date. Any Lender’s failure to make any Revolving Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such dateLenders, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available fund a particular Revolving Loan pursuant to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such datesubsection 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such funds amount available to the Administrative Agent on such date in accordance with Section 1.02(b) day and the Administrative Agent Agent, in its sole discretion discretion, may, in reliance upon such assumptionbut shall not be obligated to, make cause a corresponding amount to be made available to the Borrower Borrowers on such date funds in an day. If the Administrative Agent makes such corresponding amount equal available to the principal Borrowers and such corresponding amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall is not have so in fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by any such Lender on such date and Revolving Loan Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by on demand from such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to the Borrower until Borrowers shall, for all purposes hereof, be a Revolving Loan made by the date Administrative Agent for its own account. Upon any such failure, the Borrowers shall, upon demand by the Administrative Agent, repay such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Ratefor its own account.
(div) All Nothing in this subsection 2.02(c) shall be deemed to relieve any Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Agents or the Borrowers may have against any Lender as a result of any default by such Lender hereunder.
(i) With respect to each Revolving Loan that is a LIBOR Rate Loan, on the first and the last date of each Interest Period, and with respect to all periods for which the Administrative Agent, on behalf of the Lenders, has funded Revolving Loans made available that are Reference Rate Loans pursuant to subsection 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by may from time to time select (any such Interest Period, week or shorter period being herein called a “Settlement Period”), the Administrative Agent not later than 3:00 P.M. (New York City time) on shall notify each Revolving Loan Lender of the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate unpaid principal amount of such the Loans in accordance with the payment instructions outstanding as of the Borrower set forth in last day of each such Settlement Period. In the letter to event that such amount is greater than the Administrative Agent unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the “Pay Proceeds Letter”) along with the Notice of Borrowing.amount
Appears in 1 contract
Making the Loans. (a) The Borrower shall give have given the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit A-1 hereto (a “Notice of Borrowing”)) not later than 11:00 a.m. (which notice prevailing Eastern Time) at least (A) one (1) Business Day prior to the Funding Date of the proposed initial Loan, and (B) three (3) Business Day(s) prior to the Funding Date of any subsequent proposed Loan. Such Notice of Borrowing shall be irrevocable, shall be accompanied by a Borrowing Certificate and shall specify (x) the principal amount of the proposed Loan and (y) the proposed Funding Date, which must be a Business Day. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. On each day that any Revolving Credit Obligations are outstanding, the Borrower shall be deemed to represent and warrant to the Agents and the Lenders that the Maximum Revolving Credit Amount calculated as of such day equals or exceeds the Revolving Credit Obligations outstanding on such day.
(b) The Notice of Borrowing shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. The aggregate principal amount of all Loans made as part of a single borrowing hereunder shall be in a minimum amount of $500,000. The making of each Loan shall be subject in all respects to Section 2.01.
(i) Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares; it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender to make Loans required to be made by it.
(ii) Each Lender shall make available to the Administrative Agent not later than 11:00 A.M. 12:00 p.m. (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agentapplicable Funding Date, in Dollars in funds immediately available to the Administrative Agent at the offices of in the Administrative Agent’s Account, the Loan(s) Loans to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureFunding Date.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(diii) All Loans made available to the Administrative Agent in accordance with Section 1.02(b2.02(c)(ii) shall be disbursed by the Administrative Agent on the applicable Funding Date (in the case of any Loans made available to the Administrative Agent after the applicable Funding Date, on the date so made available to the Administrative Agent if received by the Administrative Agent not later than 3:00 P.M. 12:00 p.m. (New York City time) on such date, and on the requested date therefor, next following Business Day if received by the Administrative Agent after 12:00 p.m. (New York City time) on such date) in Dollars in funds immediately available to the Borrower or to its order by wire transfer of immediately available funds in such manner as may have been specified in the aggregate principal amount Notice of such Loans in accordance with the payment instructions of the Borrower set forth in the letter Borrowing and as shall be acceptable to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingAgent.
Appears in 1 contract
Making the Loans. With respect to the making of Loans:
(a) The Borrower shall give the Administrative Agent prior written notice substantially in the form of Exhibit C hereto (the “a "Notice of Borrowing”"), (x) (which notice shall be irrevocable) no in the case of a EurodollarSOFR Borrowing, not later than 11:00 A.M. (New York City time) 12:00 p.m. on the third date which is three U.S. Government Securities Business Days' prior to the date of the proposed Borrowing (or such shorter period as may be acceptable to the Administrative Agent) and (y) in the case of an ABR Borrowing, not later than 12:00 p.m. on the date which is one Business Day before prior to the requested date for the making of the Loansproposed Borrowing (or such shorter period as may be acceptable to the Administrative Agent). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested Loansproposed Borrowing, (ii) whether the proposed Borrowing will be an ABR Borrowing or a EurodollarSOFR Borrowing, (iii) in the case of a EurodollarSOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day period contemplated by the definition of “"Interest Period”", (iv) wire instructions for the account of the Borrower into which such funds should be deposited, and (iiv) the principal amount proposed borrowing date, which must be a Business Day. The Administrative Agent and the Lenders may act without liability upon the basis of written, emailed or telecopied notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a Borrowing in accordance therewith.
(c) Except as otherwise provided in this Section 2.02(c), the Loans of any Class under this Agreement shall be made by the Lenders of such Class simultaneously and proportionately to their respective Pro Rata Shares of the Commitments of the applicable Class; it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested Tranche A hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and Tranche B Loaneach Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. Upon receipt Not later than 1:00 p.m., New York City time, on the borrowing date, each Lender shall deliver to the account of the Borrower specified in the Notice of Borrowing, Borrowing an amount in immediately available funds equal to the Administrative Agent shall promptly notify each Lender such Lender's Pro Rata Share of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default RateLenders.
(d) All Loans made available If no election as to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer Type of immediately available funds Borrowing is specified in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the applicable Notice of Borrowing, then the requested Loan shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested EurodollarSOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’'s duration.
Appears in 1 contract
Making the Loans. (a) The Borrower shall give the Administrative Agent prior notice in writing, in substantially the form of Exhibit C hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no or such other form approved by the Administrative Agent, not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify which is (i) in the requested date for the making case of the requested LoansTerm Loan, which shall be a three (3) Business Day Days prior to the Effective Date and (ii) three (3) Business Days prior to the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt date of the Notice of Borrowing, proposed Revolving Loan (or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether such Loan is requested date on which the Loans are to be disburseda Revolving Loan or the Term Loan, each Lender shall make available (iii) whether the Loan is requested to be a Reference Rate Loan or a SOFR Loan, (iv) the use of the proceeds of such proposed Loan, (v) Borrower’s account wiring instructions, and (vi) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $100,000.
(c) (i)Except as otherwise provided in this Section 2.02(c), the Loan(s) to all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as the case may be, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Making the Loans. (a) The Borrower Borrowing of Loans shall give be made on notice, given not later than 11:00 A.M.
(i) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans or (ii) on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, and the Administrative Agent shall give each Lender prompt notice thereof by telecopier. Each such notice (the a “Notice of Borrowing”) (which notice shall be irrevocable) no later than 11:00 A.M. (New York City time) on in writing in substantially the third Business Day before the requested date for the making form of the Loans. The Notice of Borrowing shall specify Exhibit B hereto, specifying therein (i) the requested date for Type of Loans comprising the making of the requested LoansBorrowing, which shall be a Business Day and (ii) the principal aggregate amount of such Borrowing, (iii) in the case of a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each requested Tranche A such Loan and Tranche B Loan(iv) the identity of the Borrower to which the Loans are to be made. Upon Each Lender shall, before 12:00 noon (or such other time agreed upon by the Borrowers and the Administrative Agent) on the date of the applicable Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the Notice of Borrowingapplicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent’s address referred to in Section 8.02.
(b) A Notice of Borrowing shall promptly notify be binding on the Borrowers unless revoked in writing prior to the Borrowing of the Loans. In the case of a Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Borrowers shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any revocation of a Notice of Borrowing pursuant to the immediately preceding sentence or any failure to fulfill on or before the date of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the contents thereof and liquidation or reemployment of deposits or other funds acquired by such Lender to fund the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursedas part of such Borrowing when such Loan, each Lender shall make available to the Administrative Agentas a result of such failure, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be is not made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Anything in subsection (a) above to the contrary notwithstanding, the Borrowers may not select Eurodollar Rate Loans for any Borrowing if the aggregate obligation of the Lenders to make Eurodollar Rate Loans shall be suspended pursuant to Section 2.06 or 2.10.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of a Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on such the date of Borrowing in accordance with Section 1.02(bsubsection (a) above and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the applicable Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrowers severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower Borrowers until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrowers, the interest rate applicable at the applicable Interest time to Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to a rate determined by the Administrative Agent in accordance with Section 1.02(b) shall be disbursed banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent not later than 3:00 P.M. (New York City time) on in connection with the requested date therefor, foregoing. If the Borrowers and such Lender shall pay such interest to the Borrower Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to its order by wire transfer of immediately available funds in the aggregate principal Borrowers the amount of such Loans interest paid by the Borrowers for such period. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement and the Borrowers shall be relieved of their respective obligations to repay such amount under this subsection (d). Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(e) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to the making of such Loan set forth in Article III are not satisfied or waived in accordance with the payment instructions of the Borrower set forth in the letter to terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(f) The obligations of the “Pay Proceeds Letter”Lenders hereunder to make Loans and to make payments pursuant to Section 8.04(c) along with are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 8.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the Notice failure of Borrowingany other Lender to so make its Loan or to make its payment under Section 8.04(c).
(g) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
Appears in 1 contract
Making the Loans. (a) The Borrower Borrowing of Loans shall give be made on notice, given not later than 11:00 A.M.
(i) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans or (ii) on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans (other than a Supplemental Borrowing), and the Administrative Agent shall give each Lender prompt notice thereof by telecopier or other electronic means. Each such notice (the a “Notice of Borrowing”) (which notice shall be irrevocable) no later than 11:00 A.M. (New York City time) on in writing in substantially the third Business Day before the requested date for the making form of the Loans. The Notice of Borrowing shall specify Exhibit B hereto, specifying therein (i) the requested date for Type of Loans comprising the making of the requested LoansBorrowing, which shall be a Business Day and (ii) the aggregate principal amount of each requested Tranche A such Borrowing and the amount of such Borrowing that represents a 3 Year Loan and Tranche B a 5 Year Loan (which shall be determined in accordance with the last paragraph of Section 2.01), (iii) in the case of a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan, (iv) the location and number of the account to which funds are to be disbursed, (v) the date of such Borrowing, (vi) whether such notice is conditioned on the occurrence of any event and (vii) if such notice is conditioned on the occurrence of an event, a description of the event (it being understood that, both the Administrative Agent and the Lenders shall be entitled to assume that the Loans contemplated by such Notice of Borrowing are to be made unless the Administrative Agent shall have received a written notice of revocation in accordance with Section 2.02(b) prior to the funding of such Borrowing). Upon Each Lender shall, before 12:00 noon (or such other time agreed upon by the Borrower and the Administrative Agent) on the date of the applicable Borrowing (or, in the case of any Supplemental Borrowing, as promptly as practical following receipt of the Notice of a Non-Funding Lender), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02.
(b) A Notice of Borrowing shall promptly notify be binding on the Borrower unless revoked in writing prior to the Borrowing of the Loans. In the case of a Borrowing that the Notice of Borrowing specifies is to be comprised of Eurodollar Rate Loans, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any revocation of a Notice of Borrowing pursuant to the immediately preceding sentence or any failure to fulfill on or before the date of Borrowing the applicable conditions set forth in Article 3, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the contents thereof and liquidation or reemployment of deposits or other funds acquired by such Lender to fund the principal amount of each Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on the requested date specified thereinsuch date.
(bc) Not later than 11:00 A.M. Anything in subsection (New York City timea) on above to the requested date on which contrary notwithstanding, the Borrower may not select Eurodollar Rate Loans are for any Borrowing if the aggregate obligation of the Lenders to make Eurodollar Rate Loans shall be disbursedsuspended pursuant to Section 2.06 or 2.10.
(d) Notwithstanding anything to the contrary in this Section 2.02, each in the event any Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure have failed to make any Loan required to be made by it under Section 2.01(a) or (b) (any such Lender, a “Non-Funding Lender”), the Borrower shall be deemed to have requested a Borrowing (a “Supplemental Borrowing”) of Loans to be made under Section 2.01(c) in an aggregate principal amount equal to the lesser of (A) the aggregate principal amount of the Loans so failed to have been made by all the Non-Funding Lenders and (B) the Aggregate Commitments of all Lenders (other than the Non-Funding Lenders) then remaining in effect. The Supplemental Borrowing shall be deemed to be requested to be made on the Funding Date as a Base Rate Loan, and the location and number of the account to which funds are deemed to be requested date therefor to be disbursed in respect of the Supplemental Borrowing shall not relieve any other be identical to those specified by the Borrower in the Notice of Borrowing delivered in respect of the initial Borrowing. Promptly after obtaining knowledge thereof, the Administrative Agent shall advise the Borrower and each Lender of its obligation any Lender having become a Non-Funding Lender (such notice being referred to make any as a “Notice of a Non-Funding Lender”) and shall advise each Lender of the amount of such Lender’s Supplemental Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureunder Section 2.01(c) as part of the Supplemental Borrowing.
(ce) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed of a Borrowing that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on such the date of Borrowing in accordance with Section 1.02(bsubsection (a) above and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of the Borrower, the interest rate applicable at the applicable Interest time to Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to a rate determined by the Administrative Agent in accordance with Section 1.02(b) shall be disbursed banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent not later than 3:00 P.M. (New York City time) on in connection with the requested date thereforforegoing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same period, the Administrative Agent shall promptly remit to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans interest paid by the Borrower for such period. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement and the Borrower shall be relieved of its obligations to repay such amount under this subsection (e). Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(f) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the making of such Loan set forth in Article 3 are not satisfied or waived in accordance with the payment instructions of the Borrower set forth in the letter to terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.
(g) The obligations of the “Pay Proceeds Letter”Lenders hereunder to make Loans and to make payments pursuant to Section 8.04(c) along with are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 8.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the Notice failure of Borrowingany other Lender to so make its Loan or to make its payment under Section 8.04(c); provided, for the avoidance of doubt, that the Lenders shall be required to make a Supplemental Loan pursuant to Section 2.01(c) if any Lender is a Non-Funding Lender.
(h) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Verizon Communications Inc)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit 2.01(b)(ii) hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is 3 Business Day before Days prior to the requested date for the making of the Loansproposed Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested Loansproposed Loan, (ii) the proposed borrowing date, which must be a Business Day, and must be (x) with respect to Term Loan A, the Effective Date, and (y) with respect to Term Loan B, the Term Loan B Funding Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a Business Day and (ii) period contemplated by the principal amount definition of each the term “Interest Period”. If no election as to the type of Loan is specified, then the requested Tranche A Loan and Tranche B shall be a Reference Rate Loan. Upon receipt If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing, . The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall promptly notify each Lender have no duty to verify the authenticity of the contents thereof and signature appearing on any written Notice of the principal amount of each Loan to be made by such Lender on the requested date specified thereinBorrowing.
(b) Not later than 11:00 A.M. Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith.
(New York City timec) All Loans under this Agreement shall be made by the Lenders simultaneously on the funding date applicable thereto and proportionately to their Pro Rata Shares of the Total Term Loan A Commitment and the Total Term Loan B Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested date on which hereunder, nor shall the Loans are Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to be disbursedmake a Loan requested hereunder, and each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(s) to be made by such Lender on such date. Any Lender’s failure obligated to make any Loan the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Samples: Financing Agreement (Metalico Inc)
Making the Loans. (a) The Borrower shall give the Administrative Agent notice (the “Notice of Borrowing”) (which notice Each Borrowing shall be irrevocable) no made on notice, given not later than 11:00 A.M. (x) 12:00 noon (New York City time) on the third Business Day before prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify (i) the requested date for the making of the requested Loansa Eurocurrency Rate Borrowing, which shall be a Business Day and (iiy) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not later than 11:00 A.M. (New York City time) on the requested date day of a Base Rate Borrowing, by the U.S. Borrower (on which the Loans are to be disbursed, each Lender shall make available its own behalf and on behalf of any Euro Borrower) to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier. Each notice of a Borrowing (a “Notice of Borrowing”) shall be made in Dollars writing, or verbally and confirmed immediately in funds immediately writing, by telecopier, electronic mail, telex or cable, in substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such Borrowing (which shall be a Business Day), (ii) Type of Loan comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) in the case of a Borrowing comprised of Eurocurrency Rate Loans, the Interest Period for each such Loan, and (v) the name of the Borrower (which shall be the U.S. Borrower or a Euro Borrower). Each Lender shall (A) before 11:00 A.M. Local Time on the date of such Borrowing (in the case of a Eurocurrency Rate Borrowing) and (B) before 1:00 P.M. (New York City time) on the date of such Borrowing (in the case of a Base Rate Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the offices Administrative Agent’s Account in same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IV (Conditions of Lending), the Loan(sAdministrative Agent will make such funds available to the relevant Borrower in such manner as the Administrative Agent and the U.S. Borrower may agree.
(b) Anything in subsection (a) above to the contrary notwithstanding, the U.S. Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000.
(c) Subject to Sections 2.09(c) and 3.06, each Notice of Borrowing shall be irrevocable and binding on the U.S. Borrower and the relevant Borrower. In the case of any Borrowing by a Borrower which the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Loans, such Borrower shall indemnify each relevant 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 Borrowing for such Borrowing the applicable conditions set forth in Article IV (Conditions of Lending), including, without limitation, any loss (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 Loan to be made by such Lender as part of such Borrowing when such Loan, as a result of such failure, is not made on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(cd) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are time any Borrowing is required to be disbursed made that such Lender will not make TERM LOAN AGREEMENT FMC CORPORATION available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on Lender’s ratable portion of such dateBorrowing, the Administrative Agent may assume that such Lender has made such funds portion available to the Administrative Agent on the date of such date Borrowing in accordance with subsection (a) of this Section 1.02(b) 3.01 and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the relevant Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lendera corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such LenderAgent, such Lender shall, on demand, pay and the relevant Borrower severally agree to repay to the Administrative Agent funds in an forthwith on demand such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon thereon, for each day from the date such funds shall have been so amount is made available by the Administrative Agent to the such Borrower until the date such amount shall have been is repaid to the Administrative Agent Agent, at (i) in the case of such Borrower, the interest rate applicable at the applicable Interest Rate until time to Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate, provided that such Borrower retains its rights against such Lender with respect to any damages it may incur as a result of such Lender’s failure to fund, and including) notwithstanding anything herein to the third Business Day after demand is made and thereafter at contrary, in no event shall such Borrower be liable to such Lender or any other Person for the Default Rate.
(d) All Loans made available interest payable by such Lender to the Administrative Agent in accordance with Section 1.02(b) pursuant to this sentence. If such Lender shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) The failure of any Lender to make the “Pay Proceeds Letter”) along with Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the Notice date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.
Appears in 1 contract
Samples: Term Loan Agreement (FMC Corp)
Making the Loans. (a) The Borrower shall give the Administrative Agent prior written or telephonic notice (promptly confirmed in writing), in substantially the “form of Exhibit D hereto (a "Notice of Borrowing”) (which notice "), prior to the making of the proposed Loan, provided, that such Notice of Borrowing shall be irrevocablereceived by the Administrative Agent, (x) no in the case of a borrowing consisting of a Reference Rate Loan, not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day before the requested borrowing date for the making of the Loans. The Notice proposed Reference Rate Loan, and (y) in the case of Borrowing shall specify (i) the requested date for the making a borrowing consisting of the requested LIBOR Rate Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified therein.
(b) Not not later than 11:00 A.M. 12:00 noon (New York City time) on a date that is three (3) Business Days prior to the proposed borrowing (or such shorter period as the Administrative Agent is willing to accommodate). Such Notice of Borrowing shall be irrevocable and shall specify (A) the principal amount of the proposed Loan, (B) whether such Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a LIBOR Rate Loan and, each Lender shall make available in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (C) whether such Loan is requested to be a Revolving A Loan or Revolving B Loan, and (D) the proposed borrowing date, which must be a Business Day. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agentsignature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to Section 2.02
(a) shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Loan shall be made in a minimum amount of $100,000 and shall be in an integral multiple of $100,000, the Loan(sprovided, however, that each Loan that is a LIBOR Rate Loan shall be made in a minimum amount of $1,000,000 and in integral multiples of $500,000 in excess thereof.
(c) to Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure 's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(i) In order to administer the Loans in an efficient manner and to minimize the transfer of funds between Administrative Agent and Lenders, the Administrative Agent may, at its option, subject to the terms of this Section 2.02(d), make available, on behalf of the Lenders, the full amount of the Loans requested or charged to the Borrower's Loan Account(s) or otherwise to be advanced by the Lenders pursuant to the terms hereof, without requirement of prior notice to the Lenders of the proposed Loans.
(ii) With respect to all Loans made by the Administrative Agent on behalf of the Lenders as provided in this Section 2.02(d), the amount of each Lender's Pro Rata Share of the outstanding principal amount shall be computed weekly, and shall be adjusted upward or downward on the requested basis of the amount of the outstanding principal amount as of 5:00 p.m. New York time on the Business Day immediately preceding the date therefor of each settlement computation; provided, that, the Administrative Agent retains the absolute right at any time or from time to time to make the above described adjustments at intervals more frequent than weekly, but in no event more than twice in any week. The Administrative Agent shall deliver to each of the Lenders after the end of each week, or at such lesser period or periods as the Administrative Agent shall determine, a summary statement of the Loans for such period (such week or lesser period or periods being hereinafter referred to as a "Settlement Period"). If the summary statement is sent by the Administrative Agent and received by a Lender prior to 12:00 noon New York time, then such Lender shall make the settlement transfer described in this Section 2.02(d) by no later than 3:00 p.m. New York time on the same Business Day and if received by a Lender after 12:00 noon New York time, then such Lender shall make the settlement transfer by not later than 3:00 p.m. New York time on the next Business Day following the date of receipt. If, as of the end of any Settlement Period, the amount of a Lender's Pro Rata Share of the applicable class of outstanding Loans is more than such Lender's Pro Rata Share of the applicable class of outstanding Loans as of the end of the previous Settlement Period, then such Lender shall forthwith (but in no event later than the time set forth in the preceding sentence) transfer to the Administrative Agent by wire transfer in immediately available funds the amount of the increase. Alternatively, if the amount of a Lender's Pro Rata Share of the applicable class of outstanding Loans in any Settlement Period is less than the amount of such Lender's Pro Rata Share of the applicable class of outstanding Loans for the previous Settlement Period, the Administrative Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of the decrease. The obligation of each of the Lenders to transfer such funds and effect such settlement shall be irrevocable and unconditional and without recourse to or warranty by the Administrative Agent. The Administrative Agent and each Lender agrees to xxxx its books and records at the end of each Settlement Period to show at all times the dollar amount of its Pro Rata Share of the outstanding advances and Letter of Credit Accommodations. Each Lender shall only be entitled to receive interest on its Pro Rata Share of the Loans to the extent such Loans have been funded by such Lender. Because the Administrative Agent on behalf of the Lenders may be advancing and/or may be repaid Loans prior to the time when such Lenders will actually advance and/or be repaid such Loans, interest with respect to Loans shall be allocated by Administrative Agent in accordance with the amount of Loans actually advanced by and repaid to each Lender and the Administrative Agent and shall accrue from and including the date such Loans are so advanced to but excluding the date such Loans are either repaid by the Borrower or actually settled with the applicable Lender as described in this Section 2.02(d).
(iii) To the extent that the Administrative Agent has made any such amounts available and the settlement described above shall not relieve yet have occurred, upon repayment of any Loans by the Borrower, the Administrative Agent may apply such amounts repaid directly to any amounts made available by the Administrative Agent pursuant to this Section 2.02(d). In lieu of weekly or more frequent settlements, the Administrative Agent may, at its option, at any time require each Lender to provide the Administrative Agent with immediately available funds representing its Pro Rata Share of each Loan in which such Lender has a Commitment advanced by the Administrative Agent, prior to the Administrative Agent's disbursement of such advance to the Borrower. In such event, all Loans shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares. No Lender shall be responsible for any default by any other Lender of its in the other Lender's obligation to make any Loan to requested hereunder nor shall any Commitment of any Lender be made increased or decreased as a result of the default by such any other Lender on such date, but such in the other Lender shall not be liable for such failureLender's obligation to make any Loan hereunder.
(civ) Unless If the Administrative Agent shall have received notice from is not funding a Lender prior particular Loan to 10:00 A.M. (New York City timethe Borrower pursuant to this Section 2.02(d) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such dateany day, the Administrative Agent may assume that each Lender with a Commitment to make such Lender has made such funds Loan will make available to the Administrative Agent such Lender's Pro Rata Share of the Loan requested or otherwise made on such date in accordance with Section 1.02(b) day and the Administrative Agent in its sole discretion may, in reliance upon its discretion, but shall not be obligated to, cause a corresponding amount to be made available to or for the benefit of the Borrower on such assumption, make day. If the Administrative Agent makes such corresponding amount available to the Borrower on and such date funds corresponding amount is not in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so fact made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and Lender, the Administrative Agent shall have so made available be entitled to the Borrower funds in an recover such corresponding amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at the Administrative Agent's option based on the arithmetic mean determined by the Administrative Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by the Administrative Agent) and if such amounts are not paid within three (3) days of the Administrative Agent's demand, at the interest rate then applicable to such class of Loans. During the period in which such Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, the amount of any Loan so advanced by the Administrative Agent to or for the benefit of the Borrower shall, for all purposes hereof, be a Loan made by the Administrative Agent for its own account. Upon any such failure by a Lender to pay the Administrative Agent, the Administrative Agent shall have been so promptly thereafter notify the Borrower of such failure and the Borrower shall pay such corresponding amount to the Administrative Agent for its own account within five (5) Business Days of the Borrower's receipt of such notice. A Lender who fails to pay the Administrative Agent its Pro Rata Share of any Loans made available by the Administrative Agent on such Lender's behalf, or any Lender who fails to the Borrower until the date such pay any other amount shall have been repaid owing by it to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand Agent, is made and thereafter at the Default Rate.
(d) All Loans made available to the a "Defaulting Lender". The Administrative Agent in accordance with Section 1.02(b) shall not be disbursed obligated to transfer to a Defaulting Lender any payments received by the Administrative Agent not later than 3:00 P.M. for the Defaulting Lender's benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (New York City time) on including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by the requested date thereforAdministrative Agent. The Administrative Agent may hold and, in its discretion, relend to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of all such Loans in accordance payments received or retained by it for the account of such Defaulting Lender. For purposes of voting or consenting to matters with respect to this Agreement and the payment instructions other Loan Documents, and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a "Revolving A Loan Lender" or "Revolving B Loan Lender", as the case may be, and such Lender's Revolving A Credit Commitment or Revolving B credit Commitment, as the case may be, shall be deemed to be zero. This Section 2.02(d) shall remain effective with respect to a Defaulting Lender until such default is cured. The operation of this Section 2.02(d) shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by the Borrower set forth or Loan Party of their duties and obligations hereunder.
(v) Nothing in this Section 2.02(d) or elsewhere in this Agreement or the letter other Loan Documents shall be deemed to require the Administrative Agent (to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that the “Pay Proceeds Letter”) along with the Notice Borrower may have against any Lender as a result of Borrowingany default by any Lender hereunder in fulfilling its Commitment.
Appears in 1 contract
Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of Exhibit 2.01(b)(ii) hereto (a “Notice of Borrowing”) (which notice shall be irrevocable) no )), not later than 11:00 A.M. 12:30 p.m. (New York City time) on the third date which is 3 Business Days (or 1 Business Day before in the requested case of a Reference Rate Loan) prior to the date for the making of the Loansproposed Loan (or such shorter period as the Administrative Agent is willing, in its sole discretion, to accommodate from time to time). The Such Notice of Borrowing shall be irrevocable and shall specify (i) the requested date for the making principal amount of the requested Loansproposed Loan, (ii) the proposed borrowing date, which must be a Business Day, and, with respect to each Term Loan, must be the Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a Business Day period contemplated by the definition of the term “Interest Period”. If no election as to the type of Loan is specified, then the requested Loan shall be a Reference Rate Loan. If no Interest Period is specified with respect to any requested LIBOR Rate Loan, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Loan shall be made in Dollars. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Administrative Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the US Borrower (in the case of Revolving Loans and US Term Loans) or UK Borrower (in the case of UK Term Loan B) shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $50,000 and shall be in integral multiples of $25,000 in excess thereof.
(i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment, the Term Loan A Commitment, the Total US Term Loan B Commitment, the Total UK Term Loan B Commitment, or the Total Term Loan C Commitment, as applicable; it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the principal amount number of each requested Tranche A fund transfers among the Borrowers, the Agents and the Lenders, the Borrowers, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrowers and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders with a Revolving Credit Commitment, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders prior to the time of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan (so long as such written notice has been received in sufficient time to permit the Administrative Agent to avoid completing such funding), and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Administrative Borrower gives a Notice of Borrowing requesting a Revolving Loan and Tranche B Loan. Upon the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly after receipt of the Notice of BorrowingBorrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders that it will not fund a requested Revolving Loan on behalf of such Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in immediately available funds, at the Payment Office no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the US Borrower on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent at the Payment Office or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Administrative Borrower.
(iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of such Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the US Borrower on such day. If the Administrative Agent makes such corresponding amount available to the US Borrower and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the US Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the US Borrower of such failure and the US Borrower shall immediately pay such corresponding amount to the Administrative Agent for its own account.
(iv) Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the US Borrower may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.
(i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Administrative Agent shall notify each Revolving Loan Lender of the contents thereof and of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan to be made by Lender’s initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from such Lender on the requested date specified therein.
(b) Not not later than 11:00 A.M. 12:00 noon (New York City time) on the requested date on which the Loans are to be disbursed, each Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the offices of the Administrative Agent, the Loan(ssuch day) to be made by such Lender on such date. Any Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against US Borrower for repayment, each Revolving Loan Lender shall promptly remit to the Loan(sAdministrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, immediately after giving effect to such adjustment, each such Revolving Loan Lender’s interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this Section 2.02(d) requested shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender.
(ii) In the event that any Revolving Loan Lender fails to make any payment required to be made by such Lender on such dateit pursuant to Section 2.02(d)(i), the Administrative Agent may assume that shall be entitled to recover such Lender has made corresponding amount on demand from such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Revolving Loan Lender together with interest thereon thereon, for each day from the date such funds shall have been payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so made available advanced by the Administrative Agent to US Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the US Borrower until of such failure and the date US Borrower shall immediately pay such corresponding amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and includingfor its own account. Nothing in this Section 2.02(d)(ii) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent in accordance with Section 1.02(b) shall be disbursed or the US Borrower may have against any Revolving Loan Lender as a result of any default by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of BorrowingRevolving Loan Lender hereunder.
Appears in 1 contract
Making the Loans. (a) The (%3) Each Loan shall be made on notice given no later than 5:00 p.m. on the Business Day immediately preceding the Closing Date by Borrower and Guarantor to Administrative Agent, who shall give the Administrative Agent to each applicable Lender prompt notice thereof.
(i) Such notice (the a “Notice of Borrowing”) (which notice shall be irrevocable) no later than 11:00 A.M. irrevocable and shall be in writing in substantially the form of Exhibit A, signed by Borrower and Guarantor, specifying therein (New York City time) on the third Business Day before the requested date for the making of the Loans. The Notice of Borrowing shall specify (ix) the requested date for the making of the requested Loans, (y) the amount of such Loans, and (z) the account to which such Loans shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan to be made by such Lender on the requested date specified thereinmade.
(b) Not later than 11:00 A.M. (New York City time) Each Lender shall, before 12:00 p.m. on the requested date on which the Loans are to be disbursedClosing Date, each Lender shall make available for the account of its Lending Office to Administrative Agent (to an account designated by Administrative Agent), in immediately available funds, such Lender’s Applicable Percentage for the Facility of such Loan. After Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.01, Administrative Agent will make such funds as it has received available to Borrower by depositing such funds into the account specified in the applicable Notice of Borrowing prior to 2:00 p.m. on the Closing Date; provided, however, that Administrative Agent may net any Loan due to Borrower against any interest payment or other amount payable by Borrower hereunder to the Administrative Agent, extent that Borrower has received prior written notice (including as a result of a customary funds flow) of such amounts being set-off and has the ability to adjust the amount of Loans specified in Dollars in funds immediately available to the Administrative Agent at the offices applicable Notice of the Administrative Agent, the Loan(s) to be made by such Borrowing. The failure of any Lender on such date. Any Lender’s failure to make any its Applicable Percentage of such Loan to be made by it on the requested date therefor shall not relieve any other Lender of its obligation to make its Applicable Percentage of such Loan on the date of such borrowing, provided that no Lender shall be responsible for the failure of any Loan to be made by such other Lender on to make its Applicable Percentage of such date, but such other Lender shall not be liable for such failure.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) Loan on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rateany Loan.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
Samples: Loan Agreement (Golar LNG LTD)
Making the Loans. (a) The Borrower shall give the Administrative Agent notice prior written notice, in substantially the form of Exhibit C hereto (the a “Notice of Borrowing”) (which notice shall be irrevocable) no ), not later than 11:00 A.M. 12:00 noon (New York City time) on the third date which is three (3) Business Day before Days prior to the requested date for the making of the Loans. The Notice of Borrowing shall specify proposed Loan (i) the requested date for the making of the requested Loans, which shall be a Business Day and (ii) the principal amount of each requested Tranche A Loan and Tranche B Loan. Upon receipt of the Notice of Borrowing, or such shorter period as the Administrative Agent shall promptly notify each Lender of the contents thereof and of the principal amount of each Loan is willing to be made by such Lender on the requested date specified therein.
(b) Not accommodate from time to time, but in no event later than 11:00 A.M. 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) whether the Loan is requested date on which the Loans are to be disburseda Reference Rate Loan or a SOFR Loan and, each Lender shall make available in the case of a SOFR Loan, the initial Interest Period with respect thereto, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed borrowing date, which must be the Effective Date and (v) the Borrower’s account wiring instructions. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in a writing purportedly from the Borrower to the Administrative Agent, in Dollars in funds immediately available ). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent at receives written notice to the offices contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the Administrative Agent, signature appearing on any written Notice of Borrowing.
(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Loan(sBorrower shall be bound to make a borrowing in accordance therewith.
(c) to All Loans under this Agreement shall be made by such the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Term Loan Commitment, it being understood that no Lender on such date. Any shall be responsible for any default by any other Lender in that other Lender’s failure obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it on by the requested date therefor shall not relieve terms of this Agreement regardless of the failure by any other Lender of its obligation to make any Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failureLender.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to 10:00 A.M. (New York City time) on the requested date on which the Loans are to be disbursed that such Lender will not make available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent funds with respect to the Loan(s) requested to be made by such Lender on such date and the Administrative Agent shall have so made available to the Borrower funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent funds in an amount equal to the principal amount of the Loan(s) to be made by such Lender together with interest thereon for each day from the date such funds shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent at the applicable Interest Rate until (and including) the third Business Day after demand is made and thereafter at the Default Rate.
(d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 3:00 P.M. (New York City time) on the requested date therefor, to the Borrower or to its order by wire transfer of immediately available funds in the aggregate principal amount of such Loans in accordance with the payment instructions of the Borrower set forth in the letter to the Administrative Agent (the “Pay Proceeds Letter”) along with the Notice of Borrowing.
Appears in 1 contract
