Procedure for Revolving Credit Borrowing. (a) The Borrowers may borrow under the Revolving Credit Commitments on any Business Day during the Revolving Credit Commitment Period, provided that the applicable Borrower shall deliver to the Administrative Agent and, with respect to any Canadian Loans, the Canadian Agent, as applicable, a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent and, if applicable, the Canadian Agent, prior to 11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, (b) two Business Days prior to the Closing Date, in the case of Bankers’ Acceptances or (c) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans and Canadian Prime Rate Loans). Every borrowing by the Canadian Borrower must be made pro rata between the Revolving Credit CA Commitments and the Revolving Credit US/CA Commitments, based upon the Revolving Credit CA Facility Percentage and the Revolving Credit US/CA Facility Percentage, as applicable. Any borrowing by the Borrowers of Revolving Credit Loans made on the Closing Date shall initially be Base Rate Loans or Canadian Prime Rate Loans, as applicable. Each borrowing by the Borrowers of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans and Canadian Prime Rate Loans, $1,000,000 (or Cdn. $1,000,000, as applicable) or a whole multiple thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $1,000,000 (or Cdn. $1,000,000), such lesser amount), and (y) in the case of Eurodollar Loans and Bankers’ Acceptances, $5,000,000 (or Cdn. $5,000,000, as applicable) or a whole multiple of $1,000,000 (or Cdn. $1,000,000), in excess thereof; provided, that a Swing Line Lender may request, on behalf of the applicable Borrower, borrowings of Base Rate Loans and Canadian Prime Rate Loans under the Revolving Credit Commitments in other amounts pursuant to Section 2.7. Upon receipt of any such Borrowing Notice from the Canadian Borrower, the Canadian Agent shall promptly notify each Revolving Credit CA Lender thereof. Upon receipt of any such Borrowing Notice from the US Borrower, the Administrative Agent shall promptly notify each Revolving Credit US/CA Lender thereof. Each Revolving Credit CA Lender will make its Revolving Credit CA Percentage of the amount of each borrowing of Revolving Credit CA Loans available to the Canadian Agent for the account of the Canadian Borrower at the Canadian Funding Office prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the Canadian Borrower in funds immediately available to the Canadian Agent. Each Revolving Credit US/CA Lender will make its Revolving Credit US/CA Percentage of the amount of each borrowing of Revolving Credit CA/US Loans available to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Borrower at the Funding Office or the Canadian Funding Office, as applicable, prior to 11:00 A.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent or the Canadian Agent, as applicable. Such borrowings will then be made available to such Borrower by the Administrative Agent or the Canadian Agent, as applicable, in like funds as received by the Administrative Agent or the Canadian Agent, as applicable. (b) The Canadian Borrower hereby designates the US Borrower as its representative and agent on its behalf for the purposes of issuing Borrowing Notices and notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Canadian Borrower under the Loan Documents. The Administrative Agent, the Canadian Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower as a notice or communication from the Canadian Borrower and the US Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the US Borrower shall be deemed for all purposes to have been made by the Canadian Borrower and shall be binding upon and enforceable against the Canadian Borrower to the same extent as it if the same had been made directly by the Canadian Borrower. (c) It is agreed and understood that each Borrower shall be a Guarantor of the other Borrower’s Obligations pursuant to the Guarantee and Collateral Agreement, but not co-Borrowers in respect of any Loans or other obligations under this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Waste Services, Inc.), Credit Agreement (Waste Services, Inc.)
Procedure for Revolving Credit Borrowing. (a) The Each of the Borrowers may borrow under the Revolving Credit Commitments during the Commitment Period on any Business Day during the Revolving Credit Commitment PeriodDay, provided that the applicable U.S. Borrower Representative or the Canadian Borrower Representative, as the case may be, shall deliver to give the Administrative Agent and, with respect to any Canadian Loans, or the Canadian Agent, as applicable, a Borrowing Notice irrevocable (in the case of any notice except notice with respect to the initial Extension of Credit hereunder, which shall be irrevocable after the funding) notice (which Borrowing Notice notice must be received by the Administrative Agent and, if applicable, or the Canadian Agent, as applicable, prior to 11:00 A.M.(a) 12:00 Noon, New York City time, (a) at least three Business Days prior to the requested Borrowing Date, in if all or any part of the case of Eurodollar requested Revolving Credit Loans are to be initially Eurocurrency Loans, (b) two Business Days prior to the Closing Date, in the case of or Bankers’ Acceptances or BA Equivalent Loans or (cb) one Business Day prior to 1:00 P.M., New York City time, on the requested Borrowing Date, for ABR Loans) specifying (i) the identity of a Borrower, (ii) the amount to be borrowed, (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans, ABR Loans or a combination thereof, (v) in the case of Base Rate Loans and Canadian Prime Rate Loans). Every borrowing by the Canadian Borrower must be made pro rata between the Facility Revolving Credit CA Commitments and the Revolving Credit US/CA Commitments, based upon the Revolving Credit CA Facility Percentage and the Revolving Credit US/CA Facility Percentage, as applicable. Any borrowing by the Borrowers of Revolving Credit Loans made on the Closing Date shall initially be Base Rate Loans or Canadian Prime Rate Loans, as applicableif the borrowing is to be entirely or partly of ABR Loans, whether such Loans shall be denominated in Canadian Dollars or Dollars and (vi) if the borrowing is to be entirely or partly of Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans, the respective amounts of each such Type of Loan, the respective lengths of the initial Interest Periods therefor. Each borrowing by the Borrowers of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans and Canadian Prime Rate ABR Loans, except any ABR Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swing Line Loans, in multiples of $1,000,000 1,000,000.0 (or Cdn. $1,000,000or, as applicablein the case of Loans denominated in Canadian Dollars, Cdn$1,000,000.0) or a whole multiple thereof (or, if the Commitments then aggregate Available Revolving Credit Commitments available (as calculated in accordance with subsections 2.1(a) and (b)) are less than $1,000,000 (or Cdn. $1,000,000)1,000,000.0, such lesser amount), ) and (y) in the case of Eurodollar Loans and Eurocurrency Loans, Bankers’ AcceptancesAcceptances or BA Equivalent Loans an amount equal to $5,000,000.0 (or, $5,000,000 (or Cdn. $5,000,000in the case of Loans denominated in Canadian Dollars, as applicableCdn$5,000,000.0) or a whole multiple of $1,000,000 1,000,000.0 (or Cdn. $1,000,000)or, in the case of Loans denominated in Canadian Dollars, Cdn$1,000,000.0) in excess thereof; provided, that a Swing Line Lender may request, on behalf of the applicable Borrower, borrowings of Base Rate Loans and Canadian Prime Rate Loans under the Revolving Credit Commitments in other amounts pursuant to Section 2.7. Upon receipt of any such Borrowing Notice from the Canadian Borrower, the Canadian Agent shall promptly notify each Revolving Credit CA Lender thereof. Upon receipt of any such Borrowing Notice notice from the US BorrowerU.S. Borrower Representative or the Canadian Borrower Representative, as the case may be, the Administrative Agent or the Canadian Agent, as applicable, shall promptly notify each applicable Revolving Credit US/CA Lender thereof. Each Subject to the satisfaction of the conditions precedent specified in subsection 6.2, each applicable Revolving Credit CA Lender will make its Revolving Credit CA Percentage of the amount of its pro rata share of each borrowing of Revolving Credit CA Loans available to the Canadian Agent for the account of the Canadian Borrower at the Canadian Funding Office prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the Canadian Borrower in funds immediately available to the Canadian Agent. Each Revolving Credit US/CA Lender will make its Revolving Credit US/CA Percentage of the amount of each borrowing of Revolving Credit CA/US Loans available to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Borrower identified in such notice at the Funding Office office of the Administrative Agent or the Canadian Funding OfficeAgent, as applicable, specified in subsection 11.2 prior to 11:00 3:00 P.M. (or 10:00 A.M., in the case of the initial borrowing hereunder), New York City time, or at such other office of the Administrative Agent or the Canadian Agent, as applicable, or at such other time as to which the Administrative Agent or the Canadian Agent, as applicable, shall notify such Borrower Representative reasonably in advance of the Borrowing Date with respect thereto, on the Borrowing Date requested by such Borrower in Dollars or Canadian Dollars and in funds immediately available to the Administrative Agent or the Canadian Agent, as applicable. In relation to Bankers’ Acceptances and BA Equivalent Loans, the Canadian Agent shall credit to the applicable Canadian Borrower’s account on the applicable Borrowing Date the BA Proceeds less the applicable BA Fee with respect to each Bankers’ Acceptance purchased and each BA Equivalent Loan advanced by a Lender on that Borrowing Date. Such borrowings borrowing will then be made available to the Canadian Borrower identified in such Borrower notice by the Administrative Agent or the Canadian Agent, as applicable, crediting the account of such Borrower on the books of such office with the aggregate of the amounts made available to the Canadian Agent by the Revolving Lenders and in like funds as received by the Administrative Agent or the Canadian Agent, as applicable.
(b) The Canadian Borrower hereby designates the US Borrower as its representative and agent on its behalf for the purposes of issuing Borrowing Notices and notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Canadian Borrower under the Loan Documents. The Administrative Agent, the Canadian Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower as a notice or communication from the Canadian Borrower and the US Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the US Borrower shall be deemed for all purposes to have been made by the Canadian Borrower and shall be binding upon and enforceable against the Canadian Borrower to the same extent as it if the same had been made directly by the Canadian Borrower.
(c) It is agreed and understood that each Borrower shall be a Guarantor of the other Borrower’s Obligations pursuant to the Guarantee and Collateral Agreement, but not co-Borrowers in respect of any Loans or other obligations under this Agreement.
Appears in 2 contracts
Samples: Abl Credit Agreement (Hd Supply, Inc.), Abl Credit Agreement (Hd Supply, Inc.)
Procedure for Revolving Credit Borrowing. (a) The Each of the Borrowers may borrow under the Revolving Credit Commitments during the Commitment Period on any Business Day during the Revolving Credit Commitment PeriodDay, provided that the applicable Borrower Representative shall deliver to give the Administrative Agent and, irrevocable (in the case of any notice except notice with respect to any Canadian Loansthe initial Extension of Credit hereunder, which shall be irrevocable after the Canadian Agent, as applicable, a Borrowing Notice funding) notice (which Borrowing Notice notice must be received by the Administrative Agent and, if applicable, the Canadian Agent, prior to (a) 11:00 A.M., New York City time, (a) at least three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Revolving Credit Loans are to be initially Eurodollar Loans, Loans or BA Equivalent Loans or (b) two Business Days prior to the Closing Date9:00 A.M., in the case of Bankers’ Acceptances or (c) one Business Day prior to New York City time, on the requested Borrowing Date, in the case of Base Rate Loans and Canadian Prime Rate Loans). Every borrowing by the Canadian Borrower must be made pro rata between the Revolving Credit CA Commitments and the Revolving Credit US/CA Commitments, based upon the Revolving Credit CA Facility Percentage and the Revolving Credit US/CA Facility Percentage, as applicable. Any borrowing by the Borrowers of Revolving Credit Loans made on the Closing Date shall initially be Base Rate for ABR Loans or Canadian Prime Rate Loans) specifying (i) the identity of a Borrower, as applicable(ii) the amount to be borrowed, (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Eurodollar Loans or BA Equivalent Loans, ABR Loans, Canadian Prime Rate Loans or a combination thereof and (v) if the borrowing is to be entirely or partly of Eurodollar Loans or BA Equivalent Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing by the Borrowers of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate ABR Loans and or Canadian Prime Rate Loans, except any ABR Loan or Canadian Prime Rate Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swingline Loans, in multiples of $1,000,000 (or Cdn. $1,000,000Cdn$1,000,000, as applicable) or a whole multiple thereof , (or, if the Commitments then aggregate Available Revolving Credit Commitments available (as calculated in accordance with Subsection 2.1(a) are less than $1,000,000 (or Cdn. $1,000,000)Cdn$1,000,000, as applicable, such lesser amount), ) and (y) in the case of Eurodollar Loans and Bankers’ Acceptancesor BA Equivalent Loans, $5,000,000 (1,000,000 or Cdn. $5,000,000Cdn$1,000,000, as applicable) , or a whole multiple of $1,000,000 (500,000 or Cdn. $1,000,000)Cdn$500,000, as applicable, in excess thereof; provided, that a Swing Line Lender may request, on behalf of the applicable Borrower, borrowings of Base Rate Loans and Canadian Prime Rate Loans under the Revolving Credit Commitments in other amounts pursuant to Section 2.7). Upon receipt of any such Borrowing Notice notice from the Canadian Borrower, the Canadian Agent shall promptly notify each Revolving Credit CA Lender thereof. Upon receipt of any such Borrowing Notice from the US Borrower, Borrower Representative the Administrative Agent shall promptly notify each applicable Revolving Credit US/CA Lender thereof. Each Subject to the satisfaction of the conditions precedent specified in Subsection 6.2, each applicable Revolving Credit CA Lender will make its Revolving Credit CA Percentage of the amount of its pro rata share of each borrowing of Revolving Credit CA Loans available to the Canadian Administrative Agent for the account of the Canadian Borrower identified in such notice at the Canadian Funding Office office of the Administrative Agent specified in Subsection 11.2 prior to 11:00 12:00 P.M. (or 10:00 A.M., in the case of the initial borrowing hereunder), New York City time, on the Borrowing Date requested by the Canadian Borrower in funds immediately available to the Canadian Agent. Each Revolving Credit US/CA Lender will make its Revolving Credit US/CA Percentage or at such other office of the amount of each borrowing of Revolving Credit CA/US Loans available to the Administrative Agent or at such other time as to which the Canadian Agent, as applicable, for the account Administrative Agent shall notify such Borrower reasonably in advance of the applicable Borrower at the Funding Office or the Canadian Funding Office, as applicable, prior to 11:00 A.M., New York City timeBorrowing Date with respect thereto, on the Borrowing Date requested by such Borrower in Dollars or the applicable Designated Foreign Currency and in funds immediately available to the Administrative Agent or the Canadian Agent, as applicable. Such borrowings will then be made available to such Borrower by the Administrative Agent or the Canadian Agent, as applicable, in like funds as received by the Administrative Agent or the Canadian Agent, as applicable.
(b) The Canadian Borrower hereby designates the US Borrower as its representative and agent on its behalf for the purposes of issuing Borrowing Notices and notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Canadian Borrower under the Loan Documents. The Administrative Agent, the Canadian Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower as a notice or communication from the Canadian Borrower and the US Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the US Borrower shall be deemed for all purposes to have been made by the Canadian Borrower and shall be binding upon and enforceable against the Canadian Borrower to the same extent as it if the same had been made directly by the Canadian Borrower.
(c) It is agreed and understood that each Borrower shall be a Guarantor of the other Borrower’s Obligations pursuant to the Guarantee and Collateral Agreement, but not co-Borrowers in respect of any Loans or other obligations under this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Unistrut International Holdings, LLC), Credit Agreement (Unistrut International Holdings, LLC)
Procedure for Revolving Credit Borrowing. (a) The Each of the Borrowers may borrow under the Revolving Credit Commitments during the Commitment Period on any Business Day during the Revolving Credit Commitment PeriodDay, provided that the applicable Borrower Representative shall deliver to give the Administrative Agent and, irrevocable (in the case of any notice except notice with respect to any Canadian Loansthe initial Extension of Credit hereunder, which shall be irrevocable after the Canadian Agent, as applicable, a Borrowing Notice funding) notice (which Borrowing Notice notice must be received by the Administrative Agent and, if applicable, the Canadian Agent, prior to (a) 11:00 A.M., New York City time, (a) at least three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Revolving Credit Loans are to be initially Eurodollar Loans, Loans or BA Equivalent Loans or (b) two Business Days prior to the Closing Date9:0011:00 A.M., in the case of Bankers’ Acceptances or (c) one Business Day prior to New York City time, on the requested Borrowing Date, in the case of Base Rate Loans and Canadian Prime Rate Loans). Every borrowing by the Canadian Borrower must be made pro rata between the Revolving Credit CA Commitments and the Revolving Credit US/CA Commitments, based upon the Revolving Credit CA Facility Percentage and the Revolving Credit US/CA Facility Percentage, as applicable. Any borrowing by the Borrowers of Revolving Credit Loans made on the Closing Date shall initially be Base Rate for ABR Loans or Canadian Prime Rate Loans) specifying (i) the identity of a Borrower, as applicable(ii) the amount to be borrowed, (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Eurodollar Loans or BA Equivalent Loans, ABR Loans, Canadian Prime Rate Loans or a combination thereof and (v) if the borrowing is to be entirely or partly of Eurodollar Loans or BA Equivalent Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing by the Borrowers of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate ABR Loans and or Canadian Prime Rate Loans, except any ABR Loan or Canadian Prime Rate Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swingline Loans, in multiples of $1,000,000 (or Cdn. $1,000,000Cdn$1,000,000, as applicable) or a whole multiple thereof , (or, if the Commitments then aggregate Available Revolving Credit Commitments available (as calculated in accordance with Subsection 2.1(a) are less than $1,000,000 (or Cdn. $1,000,000)Cdn$1,000,000, as applicable, such lesser amount), ) and (y) in the case of Eurodollar Loans and Bankers’ Acceptancesor BA Equivalent Loans, $5,000,000 (1,000,000 or Cdn. $5,000,000Cdn$1,000,000, as applicable) , or a whole multiple of $1,000,000 (500,000 or Cdn. $1,000,000)Cdn$500,000, as applicable, in excess thereof; provided, that a Swing Line Lender may request, on behalf of the applicable Borrower, borrowings of Base Rate Loans and Canadian Prime Rate Loans under the Revolving Credit Commitments in other amounts pursuant to Section 2.7). Upon receipt of any such Borrowing Notice notice from the Canadian Borrower, the Canadian Agent shall promptly notify each Revolving Credit CA Lender thereof. Upon receipt of any such Borrowing Notice from the US Borrower, Borrower Representative the Administrative Agent shall promptly notify each applicable Revolving Credit US/CA Lender thereof. Each Subject to the satisfaction of the conditions precedent specified in Subsection 6.2, each applicable Revolving Credit CA Lender will make its Revolving Credit CA Percentage of the amount of its pro rata share of each borrowing of Revolving Credit CA Loans available to the Canadian Administrative Agent for the account of the Canadian Borrower identified in such notice at the Canadian Funding Office office of the Administrative Agent specified in Subsection 11.2 prior to 11:00 2:00 P.M. (in the case of ABR Loans or Canadian Prime Rate Loans) and 12:00 P.M. (in the case of all other Loans) (or 10:00 A.M., in the case of the initial borrowing hereunder), New York City time, on the Borrowing Date requested by the Canadian Borrower in funds immediately available to the Canadian Agent. Each Revolving Credit US/CA Lender will make its Revolving Credit US/CA Percentage or at such other office of the amount of each borrowing of Revolving Credit CA/US Loans available to the Administrative Agent or at such other time as to which the Canadian Agent, as applicable, for the account Administrative Agent shall notify such Borrower reasonably in advance of the applicable Borrower at the Funding Office or the Canadian Funding Office, as applicable, prior to 11:00 A.M., New York City timeBorrowing Date with respect thereto, on the Borrowing Date requested by such Borrower in Dollars or the applicable Designated Foreign Currency and in funds immediately available to the Administrative Agent or Agent. Each Lender may, at its option, make the Canadian Agent, as applicable. Such borrowings will then be made amount of its pro rata share of each borrowing of Revolving Credit Loans available to such Borrower by the Administrative Agent or the Canadian Agent, as applicable, in like funds as received by the Administrative Agent or the Canadian Agent, as applicable.
(b) The Canadian Borrower hereby designates the US Borrower as its representative and agent on its behalf for the purposes of issuing Borrowing Notices and notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Canadian Borrower under the Loan Documents. The Administrative Agent, the Canadian Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower as a notice or communication from the Canadian Borrower and the US Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the US Borrower shall be deemed for all purposes to have been made by the Canadian Borrower and shall be binding upon and enforceable against the Canadian Borrower to the same extent as it if the same had been made directly by the Canadian Borrower.
(c) It is agreed and understood that each Borrower shall be a Guarantor of the other Borrower’s Obligations pursuant to the Guarantee and Collateral Agreement, but not co-Borrowers in respect of any Loans or other obligations under this Agreement.account
Appears in 1 contract
Procedure for Revolving Credit Borrowing. (a) The Each of the Borrowers may borrow under the Revolving Credit Commitments during the Commitment Period on any Business Day during the Revolving Credit Commitment PeriodDay, provided that the applicable Borrower Representative shall deliver to give the Administrative Agent and, irrevocable (in the case of any notice except notice with respect to any Canadian Loansthe initial Extension of Credit hereunder, which shall be irrevocable after the Canadian Agent, funding) notice in substantially the form of Exhibit F-1 or in such other form as applicablemay be agreed between the Borrower Representative and the Administrative Agent (each, a “Borrowing Notice Request”) (which Borrowing Notice notice must be received by the Administrative Agent and, if applicable, the Canadian Agent, prior to (a) 11:00 A.M., New York City time, (a) at least three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurocurrency Loans or BA Equivalent Loans or (b) 11:00 A.M., New York City time, on the requested Borrowing Date, for ABR Loans (or in the case of Eurodollar Loans, (b) two Business Days prior to the Closing Dateinitial borrowing hereunder, in the case of Bankers’ Acceptances or (c) each case, 10:00 A.M. one Business Day prior to the date of the initial borrowing hereunder)) specifying (i) the identity of a Borrower, (ii) the amount to be borrowed, (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Eurocurrency Loans or BA Equivalent Loans, ABR Loans or a combination thereof, (v) in the case of Base Rate Loans and Canadian Prime Rate Loans). Every borrowing by the Canadian Borrower must be made pro rata between the Facility Revolving Credit CA Commitments Loans, if the borrowing is to be entirely or partly of ABR Loans, whether such Loans shall be denominated in Canadian Dollars or Dollars and (vi) if the Revolving Credit US/CA Commitments, based upon the Revolving Credit CA Facility Percentage and the Revolving Credit US/CA Facility Percentage, as applicable. Any borrowing by the Borrowers is to be entirely or partly of Revolving Credit Loans made on the Closing Date shall initially be Base Rate Eurocurrency Loans or Canadian Prime Rate BA Equivalent Loans, as applicablethe respective amounts of each such Type of Loan, the respective lengths of the initial Interest Periods therefor. Each borrowing by the Borrowers of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans and Canadian Prime Rate ABR Loans, except any ABR Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swing Line Loans, in multiples of $1,000,000 1,000,000.00 (or Cdn. $1,000,000or, as applicablein the case of Loans denominated in Canadian Dollars, Cdn$1,000,000.00) or a whole multiple thereof (or, if the Commitments then aggregate Available Revolving Credit Commitments available (as calculated in accordance with subsections 2.1(a) and 2.1(b)) are less than $1,000,000 (1,000,000.00 or Cdn. $1,000,000)Cdn$1,000,000.00, respectively, such lesser amount), ) and (y) in the case of Eurodollar Eurocurrency Loans and Bankers’ Acceptancesor BA Equivalent Loans, an amount equal to $5,000,000 5,000,000.00 (or Cdn. $5,000,000or, as applicablein the case of Loans denominated in Canadian Dollars, Cdn$5,000,000.00) or a whole multiple of $1,000,000 1,000,000.00 (or Cdn. $1,000,000)or, in the case of Loans denominated in Canadian Dollars, Cdn$1,000,000.00) in excess thereof; provided, that a Swing Line Lender may request, on behalf of the applicable Borrower, borrowings of Base Rate Loans and Canadian Prime Rate Loans under the Revolving Credit Commitments in other amounts pursuant to Section 2.7. Upon receipt of any such Borrowing Notice from the Canadian Borrower, the Canadian Agent shall promptly notify each Revolving Credit CA Lender thereof. Upon receipt of any such Borrowing Notice notice from the US BorrowerBorrower Representative, the Administrative Agent shall promptly notify each applicable Revolving Credit US/CA Lender thereof. Each Subject to the satisfaction of the conditions precedent specified in subsection 6.2, each applicable Revolving Credit CA Lender will make its Revolving Credit CA Percentage of the amount of its pro rata share of each borrowing of Revolving Credit CA Loans available to the Canadian Administrative Agent for the account of the Canadian Borrower identified in such notice at the Canadian Funding Office office of the Administrative Agent specified in subsection 11.2 prior to 11:00 3:00 P.M. (or 10:00 A.M., in the case of the initial borrowing hereunder), New York City time, on the Borrowing Date requested by the Canadian Borrower in funds immediately available to the Canadian Agent. Each Revolving Credit US/CA Lender will make its Revolving Credit US/CA Percentage or at such other office of the amount of each borrowing of Revolving Credit CA/US Loans available to the Administrative Agent or at such other time as to which the Canadian Agent, as applicable, for the account Administrative Agent shall notify such Borrower Representative reasonably in advance of the applicable Borrower at the Funding Office or the Canadian Funding Office, as applicable, prior to 11:00 A.M., New York City timeBorrowing Date with respect thereto, on the Borrowing Date requested by such Borrower in Dollars or Canadian Dollars and in funds immediately available to the Administrative Agent or the Canadian Agent, as applicable. Such borrowings borrowing will then be made available to such the Canadian Borrower by the Administrative Agent or the Canadian Agent, as applicable, crediting the account of such Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent or the Canadian Agent, as applicable.
(b) The Canadian Borrower hereby designates the US Borrower as its representative and agent on its behalf for the purposes of issuing Borrowing Notices and notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Canadian Borrower under the Loan Documents. The Administrative Agent, the Canadian Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower as a notice or communication from the Canadian Borrower and the US Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the US Borrower shall be deemed for all purposes to have been made by the Canadian Borrower and shall be binding upon and enforceable against the Canadian Borrower to the same extent as it if the same had been made directly by the Canadian Borrower.
(c) It is agreed and understood that each Borrower shall be a Guarantor of the other Borrower’s Obligations pursuant to the Guarantee and Collateral Agreement, but not co-Borrowers in respect of any Loans or other obligations under this Agreement.
Appears in 1 contract
Samples: Abl Credit Agreement (Veritiv Corp)
Procedure for Revolving Credit Borrowing. (a) The Borrowers Borrower may borrow under the Revolving Credit Commitments during the applicable Revolving Commitment Period on any Business Day during the Revolving Credit Commitment Period, Day; provided that the applicable Borrower shall deliver to give the Administrative Agent and, with respect to any Canadian Loans, irrevocable notice in substantially the Canadian Agent, form of Exhibit L-1 or in such other form as applicable, may be agreed between the Borrower and the Administrative Agent (a “Borrowing Notice Request”) (which Borrowing Notice Request must be received by the Administrative Agent and, if applicable, the Canadian Agent, prior to 11:00 A.M.(a) 12:00 P.M., New York City time, one Business Day prior to the Closing Date (aor such later time as may be agreed by the Administrative Agent in its reasonable discretion), if the requested Borrowing Date is the Closing Date, (b) 1:00 P.M., New York City time, at least three Business Days (or, in each case, such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the requested Borrowing Date, in the case of Eurodollar Loans, Date (b) two Business Days prior to if such Borrowing Date is not the Closing Date), in if all or any part of the case of Bankers’ Acceptances requested Revolving Loans are to be initially Daily Simple SOFR Rate Loans, Term SOFR Rate Loans, Eurodollar Loans or BA Equivalent Loans or (c) 9:00 A.M., New York City time (or such later time as may be agreed to by the Administrative Agent in its reasonable discretion), (A) on the requested Borrowing Date (if such Borrowing Date is not the Closing Date), for ABR Loans or (B) at least one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans and Canadian Prime Rate Loans). Every borrowing by the Canadian Borrower must be made pro rata between the Revolving Credit CA Commitments and the Revolving Credit US/CA Commitments, based upon the Revolving Credit CA Facility Percentage and the Revolving Credit US/CA Facility Percentage, as applicable. Any borrowing by the Borrowers of Revolving Credit Loans made on Date (if such Borrowing Date is not the Closing Date shall initially be Base Rate Loans or Date), for Canadian Prime Rate Loans, as and, in each case, which Borrowing Request may be revoked (with Subsection 4.12 applying thereto, if applicable. ) at any time prior to funding), in each case specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Loans denominated in Dollars, Canadian Dollars, Euro, Sterling or another Designated Foreign Currency, (iv) whether the borrowing is to be of Daily Simple SOFR Rate Loans, Term SOFR Rate Loans, Eurodollar Loans, ABR Loans, BA Equivalent Loans, Canadian Prime Rate Loans or a combination thereof and (v) if the borrowing is to be entirely or partly of Term SOFR Rate Loans, Eurodollar Loans or BA Equivalent Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor.
(b) (w) Each borrowing by the Borrowers of Revolving Credit ABR Loans under the Revolving Credit Commitments shall be in an amount equal to, except any ABR Loan under the Revolving Commitments to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swing Line Loans, $500,000 or a whole multiple of $250,000 in excess thereof (or, if the then Available Revolving Commitments are less than $500,000, (A) $250,000 or a whole multiple thereof or (B) such lesser amount), (x) the Dollar Equivalent of the principal amount of each borrowing of Canadian Prime Rate Loans under the Revolving Commitments shall be in an amount equal to, except any Canadian Prime Rate Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations, $500,000 or a whole multiple of $250,000 in excess thereof (or, if the then Available Revolving Commitments are less than $500,000, (A) $250,000 or a whole multiple thereof or (B) such lesser amount), (y) each borrowing of Eurodollar Daily Simple SOFR Rate Loans or Term SOFR Rate Loans under the Revolving Commitments shall be in an amount equal to (x) in the case of Base Rate Loans and Canadian Prime Rate Loans, $1,000,000 (or Cdn. $1,000,000, as applicable) or a whole multiple thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $1,000,000 (or Cdn. $1,000,000), such lesser amount), and (y) in the case of Eurodollar Loans and Bankers’ Acceptancesto be made in Euro, Sterling or other applicable Designated Foreign Currency, the Dollar Equivalent of the principal amount thereof shall be in an amount equal to) $5,000,000 (or Cdn. $5,000,000, as applicable) or a whole multiple of $1,000,000 (or Cdn. $1,000,000), in excess thereof; provided, that a Swing Line Lender may request, on behalf thereof and (z) the Dollar Equivalent of the applicable Borrower, borrowings principal amount of Base Rate Loans and Canadian Prime Rate each borrowing of BA Equivalent Loans under the Revolving Credit Commitments shall be in other amounts pursuant an amount equal to Section 2.7. Upon receipt $5,000,000 or a whole multiple of any such Borrowing Notice from the Canadian Borrower, the Canadian Agent shall promptly notify each Revolving Credit CA Lender $1,000,000 in excess thereof. Upon receipt of any such Borrowing Notice notice from the US Borrower, the Administrative Agent shall promptly notify each Revolving Credit US/CA Lender thereof. Each Revolving Credit CA Lender will make its Revolving Credit CA Percentage Subject to the satisfaction of the applicable conditions precedent specified in Subsection 6.2 (or, Subsection 6.1 in the case of an initial borrowing hereunder on the Closing Date), each Lender shall make the amount of its pro rata share of each borrowing of Revolving Credit CA Loans available to the Canadian Administrative Agent for the account of the Canadian Borrower at the Canadian Funding Office office of the Administrative Agent specified in Subsection 11.2 prior to 11:00 (i) 2:30 P.M., in the case of Loans denominated in Dollars or Canadian Dollars, and (ii) 1:00 P.M. in the case of Loans denominated in Euro, Sterling or other applicable Designated Foreign Currency (or, if the time period for the Borrower’s delivery of notice was extended, such later time as agreed to by the Borrower and the Administrative Agent in its reasonable discretion, but in no event less than two hours following notice) (or 10:00 A.M., in the case of an initial borrowing hereunder (or, if the time period for the Borrower’s delivery of notice was extended, such later time as agreed to by the Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice)), New York City time, or at such other office of the Administrative Agent or at such other time as to which the Administrative Agent shall notify such Lender and the Borrower reasonably in advance of the Borrowing Date with respect thereto, on the Borrowing Date requested by the Canadian Borrower in funds immediately available to the Canadian Agent. Each Revolving Credit US/CA Lender will make its Revolving Credit US/CA Percentage of the amount of each borrowing of Revolving Credit CA/US Loans available to the Administrative Agent Dollars or the Canadian Agent, as applicable, for the account of the applicable Borrower at the Funding Office or the Canadian Funding Office, as applicable, prior to 11:00 A.M., New York City time, on the Borrowing Date requested by such Borrower Designated Foreign Currency and in funds immediately available to the Administrative Agent or the Canadian Agent, as applicable. Such borrowings borrowing will then be made available to such the Borrower by the Administrative Agent or with the Canadian Agent, as applicable, aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent or the Canadian Agent, as applicable.
(b) The Canadian Borrower hereby designates the US Borrower as its representative and agent on its behalf for the purposes of issuing Borrowing Notices and notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Canadian Borrower under the Loan Documents. The Administrative Agent, the Canadian Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower as a notice or communication from the Canadian Borrower and the US Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the US Borrower shall be deemed for all purposes to have been made by the Canadian Borrower and shall be binding upon and enforceable against the Canadian Borrower to the same extent as it if the same had been made directly by the Canadian Borrower.
(c) It is agreed and understood that each Borrower shall be a Guarantor of the other Borrower’s Obligations pursuant to the Guarantee and Collateral Agreement, but not co-Borrowers in respect of any Loans or other obligations under this Agreement.
Appears in 1 contract
Samples: Cash Flow Credit Agreement (Cornerstone Building Brands, Inc.)
Procedure for Revolving Credit Borrowing. (a) The Each of the Borrowers may borrow under the Revolving Credit Commitments during the Commitment Period on any Business Day during the Revolving Credit Commitment PeriodDay, provided that the applicable U.S. Borrower Representative (or, in the case of the initial Extension of Credit hereunder, its corporate predecessor, HDS Acquisition Subsidiary, Inc.) or the Canadian Borrower Representative, as the case may be, shall deliver to give the Administrative Agent and, with respect to any Canadian Loans, or the Canadian Agent, as applicable, a Borrowing Notice irrevocable (in the case of any notice except notice with respect to the initial Extension of Credit hereunder, which shall be irrevocable after the funding) notice (which Borrowing Notice notice must be received by the Administrative Agent and, if applicable, or the Canadian Agent, as applicable, prior to 11:00 A.M.(a) 12:00 Noon, New York City time, (a) at least three Business Days prior to the requested Borrowing Date, in if all or any part of the case of Eurodollar requested Revolving Credit Loans are to be initially Eurocurrency Loans, (b) two Business Days prior to the Closing Date, in the case of or Bankers’ Acceptances or BA Equivalent Loans or (cb) one Business Day prior to 10:00 A.M., New York City time, on the requested Borrowing Date, for ABR Loans) specifying (i) the identity of a Borrower, (ii) the amount to be borrowed, (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans, ABR Loans or a combination thereof, (v) in the case of Base Rate Loans and Canadian Prime Rate Loans). Every borrowing by the Canadian Borrower must be made pro rata between the Facility Revolving Credit CA Commitments and the Revolving Credit US/CA Commitments, based upon the Revolving Credit CA Facility Percentage and the Revolving Credit US/CA Facility Percentage, as applicable. Any borrowing by the Borrowers of Revolving Credit Loans made on the Closing Date shall initially be Base Rate Loans or Canadian Prime Rate Loans, as applicableif the borrowing is to be entirely or partly of ABR Loans, whether such Loans shall be denominated in Canadian Dollars or Dollars and (vi) if the borrowing is to be entirely or partly of Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans, the respective amounts of each such Type of Loan, the respective lengths of the initial Interest Periods therefor. Each borrowing by the Borrowers of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans and Canadian Prime Rate ABR Loans, except any ABR Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swing Line Loans, in multiples of $1,000,000 1,000,000.0 (or Cdn. $1,000,000or, as applicablein the case of Loans denominated in Canadian Dollars, Cdn$1,000,000.0) or a whole multiple thereof (or, if the Commitments then aggregate Available Revolving Credit Commitments available (as calculated in accordance with subsections 2.1(a) and (b)) are less than $1,000,000 (or Cdn. $1,000,000)1,000,000.0, such lesser amount), ) and (y) in the case of Eurodollar Loans and Eurocurrency Loans, Bankers’ AcceptancesAcceptances or BA Equivalent Loans an amount equal to $5,000,000.0 (or, $5,000,000 (or Cdn. $5,000,000in the case of Loans denominated in Canadian Dollars, as applicableCdn$5,000,000.0) or a whole multiple of $1,000,000 1,000,000.0 (or Cdn. $1,000,000)or, in excess thereof; providedthe case of Loans denominated in Canadian Dollars, that a Swing Line Lender may request, on behalf of the applicable Borrower, borrowings of Base Rate Loans and Canadian Prime Rate Loans under the Revolving Credit Commitments Cdn$1,000,000.0) in other amounts pursuant to Section 2.7. Upon receipt of any such Borrowing Notice from the Canadian Borrower, the Canadian Agent shall promptly notify each Revolving Credit CA Lender thereof. Upon receipt of any such Borrowing Notice from the US Borrower, the Administrative Agent shall promptly notify each Revolving Credit US/CA Lender thereof. Each Revolving Credit CA Lender will make its Revolving Credit CA Percentage of the amount of each borrowing of Revolving Credit CA Loans available to the Canadian Agent for the account of the Canadian Borrower at the Canadian Funding Office prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the Canadian Borrower in funds immediately available to the Canadian Agent. Each Revolving Credit US/CA Lender will make its Revolving Credit US/CA Percentage of the amount of each borrowing of Revolving Credit CA/US Loans available to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Borrower at the Funding Office or the Canadian Funding Office, as applicable, prior to 11:00 A.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent or the Canadian Agent, as applicable. Such borrowings will then be made available to such Borrower by the Administrative Agent or the Canadian Agent, as applicable, in like funds as received by the Administrative Agent or the Canadian Agent, as applicable.
(b) The Canadian Borrower hereby designates the US Borrower as its representative and agent on its behalf for the purposes of issuing Borrowing Notices and notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Canadian Borrower under the Loan Documents. The Administrative Agent, the Canadian Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower as a notice or communication from the Canadian Borrower and the US Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the US Borrower shall be deemed for all purposes to have been made by the Canadian Borrower and shall be binding upon and enforceable against the Canadian Borrower to the same extent as it if the same had been made directly by the Canadian Borrower.
(c) It is agreed and understood that each Borrower shall be a Guarantor of the other Borrower’s Obligations pursuant to the Guarantee and Collateral Agreement, but not co-Borrowers in respect of any Loans or other obligations under this Agreement.excess
Appears in 1 contract
Samples: Abl Credit Agreement (HSI IP, Inc.)
Procedure for Revolving Credit Borrowing. (a) The Each of the Borrowers may borrow under the Revolving Credit Commitments during the Commitment Period on any Business Day during the Revolving Credit Commitment PeriodDay, provided that the applicable Borrower Representative shall deliver to give the Administrative Agent and, irrevocable (in the case of any notice except notice with respect to any Canadian Loansthe initial Extension of Credit hereunder, which shall be irrevocable after the Canadian Agent, as applicable, a Borrowing Notice funding) notice (which Borrowing Notice notice must be received by the Administrative Agent and, if applicable, the Canadian Agent, prior to (a) 11:00 A.M., New York City time, (a) at least three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Revolving Credit Loans are to be initially Eurodollar Loans, Loans or BA Equivalent Loans or (b) two Business Days prior to the Closing Date11:00 A.M., in the case of Bankers’ Acceptances or (c) one Business Day prior to New York City time, on the requested Borrowing Date, in the case of Base Rate Loans and Canadian Prime Rate Loans). Every borrowing by the Canadian Borrower must be made pro rata between the Revolving Credit CA Commitments and the Revolving Credit US/CA Commitments, based upon the Revolving Credit CA Facility Percentage and the Revolving Credit US/CA Facility Percentage, as applicable. Any borrowing by the Borrowers of Revolving Credit Loans made on the Closing Date shall initially be Base Rate for ABR Loans or Canadian Prime Rate Loans) specifying (i) the identity of a Borrower, as applicable(ii) the amount to be borrowed, (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Eurodollar Loans or BA Equivalent Loans, ABR Loans, Canadian Prime Rate Loans or a combination thereof and (v) if the borrowing is to be entirely or partly of Eurodollar Loans or BA Equivalent Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing by the Borrowers of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate ABR Loans and or Canadian Prime Rate Loans, except any ABR Loan or Canadian Prime Rate Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swingline Loans, in multiples of $1,000,000 (or Cdn. $1,000,000Cdn$1,000,000, as applicable) or a whole multiple thereof , (or, if the Commitments then aggregate Available Revolving Credit Commitments available (as calculated in accordance with Subsection 2.1(a) are less than $1,000,000 (or Cdn. $1,000,000)Cdn$1,000,000, as applicable, such lesser amount), ) and (y) in the case of Eurodollar Loans and Bankers’ Acceptancesor BA Equivalent Loans, $5,000,000 (1,000,000 or Cdn. $5,000,000Cdn$1,000,000, as applicable) , or a whole multiple of $1,000,000 (500,000 or Cdn. $1,000,000)Cdn$500,000, as applicable, in excess thereof; provided, that a Swing Line Lender may request, on behalf of the applicable Borrower, borrowings of Base Rate Loans and Canadian Prime Rate Loans under the Revolving Credit Commitments in other amounts pursuant to Section 2.7). Upon receipt of any such Borrowing Notice notice from the Canadian Borrower, the Canadian Agent shall promptly notify each Revolving Credit CA Lender thereof. Upon receipt of any such Borrowing Notice from the US Borrower, Borrower Representative the Administrative Agent shall promptly notify each applicable Revolving Credit US/CA Lender thereof. Each Subject to the satisfaction of the conditions precedent specified in Subsection 6.2, each applicable Revolving Credit CA Lender will make its Revolving Credit CA Percentage of the amount of its pro rata share of each borrowing of Revolving Credit CA Loans available to the Canadian Administrative Agent for the account of the Canadian Borrower identified in such notice at the Canadian Funding Office office of the Administrative Agent specified in Subsection 11.2 prior to 11:00 2:00 P.M. (in the case of ABR Loans or Canadian Prime Rate Loans) and 12:00 P.M. (in the case of all other Loans) (or 10:00 A.M., in the case of the initial borrowing hereunder), New York City time, on the Borrowing Date requested by the Canadian Borrower in funds immediately available to the Canadian Agent. Each Revolving Credit US/CA Lender will make its Revolving Credit US/CA Percentage or at such other office of the amount of each borrowing of Revolving Credit CA/US Loans available to the Administrative Agent or at such other time as to which the Canadian Agent, as applicable, for the account Administrative Agent shall notify such Borrower reasonably in advance of the applicable Borrower at the Funding Office or the Canadian Funding Office, as applicable, prior to 11:00 A.M., New York City timeBorrowing Date with respect thereto, on the Borrowing Date requested by such Borrower in Dollars or the applicable Designated Foreign Currency and in funds immediately available to the Administrative Agent or the Canadian Agent, as applicable. Such borrowings will then be made available to such Borrower by the Administrative Agent or the Canadian Agent, as applicable, in like funds as received by the Administrative Agent or the Canadian Agent, as applicable.
(b) The Canadian Borrower hereby designates the US Borrower as its representative and agent on its behalf for the purposes of issuing Borrowing Notices and notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Canadian Borrower under the Loan Documents. The Administrative Agent, the Canadian Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower as a notice or communication from the Canadian Borrower and the US Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the US Borrower shall be deemed for all purposes to have been made by the Canadian Borrower and shall be binding upon and enforceable against the Canadian Borrower to the same extent as it if the same had been made directly by the Canadian Borrower.
(c) It is agreed and understood that each Borrower shall be a Guarantor of the other Borrower’s Obligations pursuant to the Guarantee and Collateral Agreement, but not co-Borrowers in respect of any Loans or other obligations under this Agreement.
Appears in 1 contract
Procedure for Revolving Credit Borrowing. (a) The Each of the Borrowers may borrow under the Revolving Credit Commitments during the Commitment Period on any Business Day during the Revolving Credit Commitment PeriodDay, provided that the applicable U.S. Borrower Representative (or, in the case of the initial Extension of Credit hereunder, its corporate predecessor, Xxxxx Holdings, Inc.) or the Canadian Borrower Representative, as the case may be, shall deliver to give the Administrative Agent and, with respect to any Canadian Loans, or the Canadian Agent, as applicable, a Borrowing Notice irrevocable (in the case of any notice except notice with respect to the initial Extension of Credit hereunder, which shall be irrevocable after the funding) notice (which Borrowing Notice notice must be received by the Administrative Agent and, if applicable, or the Canadian Agent, as applicable, prior to 11:00 A.M., New York City time, (a) 12 noon, Chicago time, at least three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurocurrency Loans made in the case of Eurodollar Dollars, or Bankers’ Acceptances or BA Equivalent Loans, (b) two 9:00 AM, London time, at least three Business Days prior to the Closing Date, in the case of Bankers’ Acceptances or (c) one Business Day prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurocurrency Loans made in any Designated Foreign Currency, or (c) 10:00 A.M., Chicago time, on the requested Borrowing Date, for ABR Loans) specifying (i) the identity of a Borrower, (ii) the amount to be borrowed, (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans, ABR Loans or a combination thereof, (v) in the case of Base Rate Loans and Canadian Prime Rate Loans). Every borrowing by the Canadian Borrower must Facility Revolving Credit Loans, if the borrowing is to be entirely or partly of ABR Loans, whether such Loans shall be denominated in Canadian Dollars or Dollars and (vi) if the borrowing is to be entirely or partly of Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans, the respective amounts of each such Type of Loan, the respective lengths of the initial Interest Periods therefor and, if the Eurocurrency Loans in respect of such borrowing are to be made pro rata between entirely or partly in any Designated Foreign Currency, the Revolving Credit CA Commitments and the Revolving Credit US/CA Commitments, based upon the Revolving Credit CA Facility Percentage and the Revolving Credit US/CA Facility Percentage, as applicable. Any borrowing by the Borrowers of Revolving Credit Loans made on the Closing Date shall initially be Base Rate Loans or Canadian Prime Rate Loans, as applicableDesignated Foreign Currency thereof. Each borrowing by the Borrowers of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans and Canadian Prime Rate ABR Loans, except any ABR Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swingline Loans, in multiples of $1,000,000 (or Cdn. $1,000,000or, as applicablein the case of Loans denominated in Canadian Dollars, Cdn$1,000,000) or a whole multiple thereof (or, if the Commitments then aggregate Available Revolving Credit Commitments available (as calculated in accordance with subsections 2.1(a) and (b)) are less than $1,000,000 (or Cdn. $1,000,000), such lesser amount), ) and (y) in the case of Eurodollar Loans and Eurocurrency Loans, Bankers’ AcceptancesAcceptances or BA Equivalent Loans (or, in the case of Eurocurrency Loans to be made in any Designated Foreign Currency, Bankers’ Acceptances and BA Equivalent Loans, the Dollar Equivalent of the principal amount thereof shall be in an amount equal to $5,000,000 (or Cdn. $5,000,000or, as applicablein the case of Loans denominated in Canadian Dollars, Cdn$5,000,000) or a whole multiple of $1,000,000 (or Cdn. $1,000,000)or, in the case of Loans denominated in Canadian Dollars, Cdn$1,000,000) in excess thereof; provided, that a Swing Line Lender may request, on behalf of the applicable Borrower, borrowings of Base Rate Loans and Canadian Prime Rate Loans under the Revolving Credit Commitments in other amounts pursuant to Section 2.7. Upon receipt of any such Borrowing Notice from the Canadian Borrower, the Canadian Agent shall promptly notify each Revolving Credit CA Lender thereof. Upon receipt of any such Borrowing Notice notice from the US BorrowerU.S. Borrower Representative or the Canadian Borrower Representative, as the case may be, the Administrative Agent or the Canadian Agent, as applicable, shall promptly notify each applicable Revolving Credit US/CA Lender thereof. Each Subject to the satisfaction of the conditions precedent specified in subsection 6.2, each applicable Revolving Credit CA Lender will make its Revolving Credit CA Percentage of the amount of its pro rata share of each borrowing of Revolving Credit CA Loans available to the Canadian Agent for the account of the Canadian Borrower at the Canadian Funding Office prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the Canadian Borrower in funds immediately available to the Canadian Agent. Each Revolving Credit US/CA Lender will make its Revolving Credit US/CA Percentage of the amount of each borrowing of Revolving Credit CA/US Loans available to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Borrower identified in such notice at the Funding Office office of the Administrative Agent or the Canadian Funding OfficeAgent, as applicable, specified in subsection 11.2 prior to 11:00 12:30 P.M. (or 10:00 A.M., in the case of the initial borrowing hereunder), New York City time, or at such other office of the Administrative Agent or the Canadian Agent, as applicable, or at such other time as to which the Administrative Agent or the Canadian Agent, as applicable, shall notify such Borrower reasonably in advance of the Borrowing Date with respect thereto, on the Borrowing Date requested by such Borrower in Dollars, Canadian Dollars or the applicable Designated Foreign Currency and in funds immediately available to the Administrative Agent or the Canadian Agent, as applicable. In relation to Bankers’ Acceptances and BA Equivalent Loans, the Canadian Agent shall credit to the applicable Canadian Borrower’s account on the applicable Borrowing Date the BA Proceeds less the applicable BA Fee with respect to each Bankers’ Acceptance purchased and each BA Equivalent Loan advanced by a Lender on that Borrowing Date. Such borrowings borrowing will then be made available to the Canadian Borrower identified in such Borrower notice by the Administrative Agent or the Canadian Agent, as applicable, crediting the account of such Borrower on the books of such office with the aggregate of the amounts made available to the Canadian Agent by the Revolving Lenders and in like funds as received by the Administrative Agent or the Canadian Agent, as applicable.
(b) The Canadian Borrower hereby designates the US Borrower as its representative and agent on its behalf for the purposes of issuing Borrowing Notices and notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Canadian Borrower under the Loan Documents. The Administrative Agent, the Canadian Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower as a notice or communication from the Canadian Borrower and the US Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the US Borrower shall be deemed for all purposes to have been made by the Canadian Borrower and shall be binding upon and enforceable against the Canadian Borrower to the same extent as it if the same had been made directly by the Canadian Borrower.
(c) It is agreed and understood that each Borrower shall be a Guarantor of the other Borrower’s Obligations pursuant to the Guarantee and Collateral Agreement, but not co-Borrowers in respect of any Loans or other obligations under this Agreement.
Appears in 1 contract
Procedure for Revolving Credit Borrowing. (a) The Each of the Borrowers may borrow under the Revolving Credit Commitments during the Commitment Period on any Business Day during the Revolving Credit Commitment Period, Day; provided that the applicable Borrower Representative shall deliver to give the Administrative Agent and, irrevocable (in the case of any notice except notice with respect to any Canadian Loansthe initial Extension of Credit hereunder, which shall be irrevocable after the Canadian Agent, funding) notice in substantially the form of Exhibit F-1 or in such other form as applicablemay be agreed between the Borrower Representative and the Administrative Agent (each, a “Borrowing Notice Request”) (which Borrowing Notice notice must be received by the Administrative Agent and, if applicable, the Canadian Agent, prior to (a) 11:00 A.M., New York City time, (a) at least three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurocurrency Loans or BA Equivalent Loans or (b) 11:00 A.M., New York City time, on the requested Borrowing Date, for ABR Loans (or in the case of Eurodollar Loans, (b) two Business Days prior to the Closing Dateinitial borrowing hereunder, in the case of Bankers’ Acceptances or (c) each case, 10:00 A.M. one Business Day prior to the date of the initial borrowing hereunder)) specifying (i) the identity of a Borrower, (ii) the amount to be borrowed, (iii) the requested Borrowing Date, in (iv) whether the case borrowing is to be of Base Rate Eurocurrency Loans and Canadian Prime Rate or BA Equivalent Loans). Every , ABR Loans or a combination thereof, (v) if the borrowing by is to be made to the Canadian Borrower must Borrower, whether such Loans shall be made pro rata between denominated in Canadian Dollars or Dollars and (vi) if the Revolving Credit CA Commitments and the Revolving Credit US/CA Commitments, based upon the Revolving Credit CA Facility Percentage and the Revolving Credit US/CA Facility Percentage, as applicable. Any borrowing by the Borrowers is to be entirely or partly of Revolving Credit Loans made on the Closing Date shall initially be Base Rate Eurocurrency Loans or Canadian Prime Rate BA Equivalent Loans, as applicablethe respective amounts of each such Type of Loan, the respective lengths of the initial Interest Periods therefor. Each borrowing by the Borrowers of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans and Canadian Prime Rate ABR Loans, except any ABR Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swing Line Loans, and except any ABR Loan constituting an Overdraft Loan, in multiples of $1,000,000 1,000,000.00 (or Cdn. $1,000,000or, as applicablein the case of Loans denominated in Canadian Dollars, Cdn$1,000,000.00) or a whole multiple thereof (or, if the Commitments then aggregate Available Revolving Credit Commitments available (as calculated in accordance with subsections 2.1(a)) are less than $1,000,000 (1,000,000.00 or Cdn. $1,000,000)Cdn$1,000,000.00, respectively, such lesser amount), ) and (y) in the case of Eurodollar Eurocurrency Loans and Bankers’ Acceptancesor BA Equivalent Loans, an amount equal to $5,000,000 5,000,000.00 (or Cdn. $5,000,000or, as applicablein the case of Loans denominated in Canadian Dollars, Cdn$5,000,000.00) or a whole multiple of $1,000,000 1,000,000.00 (or Cdn. $1,000,000)or, in the case of Loans denominated in Canadian Dollars, Cdn$1,000,000.00) in excess thereof; provided, that a Swing Line Lender may request, on behalf of the applicable Borrower, borrowings of Base Rate Loans and Canadian Prime Rate Loans under the Revolving Credit Commitments in other amounts pursuant to Section 2.7. Upon receipt of any such Borrowing Notice from the Canadian Borrower, the Canadian Agent shall promptly notify each Revolving Credit CA Lender thereof. Upon receipt of any such Borrowing Notice notice from the US BorrowerBorrower Representative, the Administrative Agent shall promptly notify each applicable Revolving Credit US/CA Lender thereof. Each Subject to the satisfaction of the conditions precedent specified in subsection 6.2, each applicable Revolving Credit CA Lender will make its Revolving Credit CA Percentage of the amount of its pro rata share of each borrowing of Revolving Credit CA Loans available to the Canadian Administrative Agent for the account of the Canadian Borrower identified in such notice at the Canadian Funding Office office of the Administrative Agent specified in subsection 11.2 prior to 11:00 3:00 P.M. (or 10:00 A.M., in the case of the initial borrowing hereunder), New York City time, on the Borrowing Date requested by the Canadian Borrower in funds immediately available to the Canadian Agent. Each Revolving Credit US/CA Lender will make its Revolving Credit US/CA Percentage or at such other office of the amount of each borrowing of Revolving Credit CA/US Loans available to the Administrative Agent or at such other time as to which the Canadian Agent, as applicable, for the account Administrative Agent shall notify such Borrower Representative reasonably in advance of the applicable Borrower at the Funding Office or the Canadian Funding Office, as applicable, prior to 11:00 A.M., New York City timeBorrowing Date with respect thereto, on the Borrowing Date requested by such Borrower in Dollars or Canadian Dollars and in funds immediately available to the Administrative Agent or the Canadian Agent, as applicable. Such borrowings borrowing will then be made available to such the applicable Borrower by the Administrative Agent or the Canadian Agent, as applicable, crediting the account of such Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent or the Canadian Agent, as applicable.
(b) The Canadian Borrower hereby designates the US Borrower as its representative and agent on its behalf for the purposes of issuing Borrowing Notices and notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Canadian Borrower under the Loan Documents. The Administrative Agent, the Canadian Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower as a notice or communication from the Canadian Borrower and the US Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the US Borrower shall be deemed for all purposes to have been made by the Canadian Borrower and shall be binding upon and enforceable against the Canadian Borrower to the same extent as it if the same had been made directly by the Canadian Borrower.
(c) It is agreed and understood that each Borrower shall be a Guarantor of the other Borrower’s Obligations pursuant to the Guarantee and Collateral Agreement, but not co-Borrowers in respect of any Loans or other obligations under this Agreement.
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Samples: Abl Credit Agreement (Veritiv Corp)
Procedure for Revolving Credit Borrowing. (a) The Each of the Borrowers may borrow under the Revolving Credit Commitments during the Commitment Period on any Business Day during the Revolving Credit Commitment PeriodDay, provided that the applicable Borrower Representative shall deliver to give the Administrative Agent and, irrevocable (in the case of any notice except notice with respect to any Canadian Loansthe initial Extension of Credit hereunder, which shall be irrevocable after the Canadian Agent, as applicable, a Borrowing Notice funding) notice (which Borrowing Notice notice must be received by the Administrative Agent and, if applicable, the Canadian Agent, prior to (a) 11:00 A.M., New York City time, (a) at least three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Revolving Credit Loans are to be initially Eurodollar Loans, Loans or BA Equivalent Loans or (b) two Business Days prior to the Closing Date9:0011:00 A.M., in the case of Bankers’ Acceptances or (c) one Business Day prior to New York City time, on the requested Borrowing Date, in the case of Base Rate Loans and Canadian Prime Rate Loans). Every borrowing by the Canadian Borrower must be made pro rata between the Revolving Credit CA Commitments and the Revolving Credit US/CA Commitments, based upon the Revolving Credit CA Facility Percentage and the Revolving Credit US/CA Facility Percentage, as applicable. Any borrowing by the Borrowers of Revolving Credit Loans made on the Closing Date shall initially be Base Rate for ABR Loans or Canadian Prime Rate Loans) specifying (i) the identity of a Borrower, as applicable(ii) the amount to be borrowed, (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Eurodollar Loans or BA Equivalent Loans, ABR Loans, Canadian Prime Rate Loans or a combination thereof and (v) if the borrowing is to be entirely or partly of Eurodollar Loans or BA Equivalent Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing by the Borrowers of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate ABR Loans and or Canadian Prime Rate Loans, except any ABR Loan or Canadian Prime Rate Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swingline Loans, in multiples of $1,000,000 (or Cdn. $1,000,000Cdn$1,000,000, as applicable) or a whole multiple thereof , (or, if the Commitments then aggregate Available Revolving Credit Commitments available (as calculated in accordance with Subsection 2.1(a) are less than $1,000,000 (or Cdn. $1,000,000)Cdn$1,000,000, as applicable, such lesser amount), ) and (y) in the case of Eurodollar Loans and Bankers’ Acceptancesor BA Equivalent Loans, $5,000,000 (1,000,000 or Cdn. $5,000,000Cdn$1,000,000, as applicable) , or a whole multiple of $1,000,000 (500,000 or Cdn. $1,000,000)Cdn$500,000, as applicable, in excess thereof; provided, that a Swing Line Lender may request, on behalf of the applicable Borrower, borrowings of Base Rate Loans and Canadian Prime Rate Loans under the Revolving Credit Commitments in other amounts pursuant to Section 2.7). Upon receipt of any such Borrowing Notice notice from the Canadian Borrower, the Canadian Agent shall promptly notify each Revolving Credit CA Lender thereof. Upon receipt of any such Borrowing Notice from the US Borrower, Borrower Representative the Administrative Agent shall promptly notify each applicable Revolving Credit US/CA Lender thereof. Each Subject to the satisfaction of the conditions precedent specified in Subsection 6.2, each applicable Revolving Credit CA Lender will make its Revolving Credit CA Percentage of the amount of its pro rata share of each borrowing of Revolving Credit CA Loans available to the Canadian Administrative Agent for the account of the Canadian Borrower identified in such notice at the Canadian Funding Office office of the Administrative Agent specified in Subsection 11.2 prior to 11:00 2:00 P.M. (in the case of ABR Loans or Canadian Prime Rate Loans) and 12:00 P.M. (in the case of all other Loans) (or 10:00 A.M., in the case of the initial borrowing hereunder), New York City time, on the Borrowing Date requested by the Canadian Borrower in funds immediately available to the Canadian Agent. Each Revolving Credit US/CA Lender will make its Revolving Credit US/CA Percentage or at such other office of the amount of each borrowing of Revolving Credit CA/US Loans available to the Administrative Agent or at such other time as to which the Canadian Agent, as applicable, for the account Administrative Agent shall notify such Borrower reasonably in advance of the applicable Borrower at the Funding Office or the Canadian Funding Office, as applicable, prior to 11:00 A.M., New York City timeBorrowing Date with respect thereto, on the Borrowing Date requested by such Borrower in Dollars or the applicable Designated Foreign Currency and in funds immediately available to the Administrative Agent or the Canadian Agent, as applicable. Such borrowings will then be made available to such Borrower by the Administrative Agent or the Canadian Agent, as applicable, in like funds as received by the Administrative Agent or the Canadian Agent, as applicable.
(b) The Canadian Borrower hereby designates the US Borrower as its representative and agent on its behalf for the purposes of issuing Borrowing Notices and notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Canadian Borrower under the Loan Documents. The Administrative Agent, the Canadian Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower as a notice or communication from the Canadian Borrower and the US Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the US Borrower shall be deemed for all purposes to have been made by the Canadian Borrower and shall be binding upon and enforceable against the Canadian Borrower to the same extent as it if the same had been made directly by the Canadian Borrower.
(c) It is agreed and understood that each Borrower shall be a Guarantor of the other Borrower’s Obligations pursuant to the Guarantee and Collateral Agreement, but not co-Borrowers in respect of any Loans or other obligations under this Agreement.
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Procedure for Revolving Credit Borrowing. (a) The Each of the Borrowers may borrow under the Revolving Credit Commitments during the applicable Revolving Commitment Period on any Business Day during the Revolving Credit Commitment PeriodDay, provided that the applicable U.S. Borrower Representative (or, in the case of the initial Extension of Credit hereunder, its corporate predecessor, HDS Acquisition Subsidiary, Inc.) or the Canadian Borrower Representative, as the case may be, shall deliver to give the Administrative Agent and, with respect to any Canadian Loans, or the Canadian Agent, as applicable, a Borrowing Notice irrevocable (in the case of any notice except notice with respect to the initial Extension of Credit hereunder, which shall be irrevocable after the funding) notice (which Borrowing Notice notice must be received by the Administrative Agent and, if applicable, or the Canadian Agent, as applicable, prior to 11:00 A.M.(a) 12:00 Noon, New York City time, (a) at least three Business Days prior to the requested Borrowing Date, in if all or any part of the case of Eurodollar requested Revolving Credit Loans are to be initially Eurocurrency Loans, (b) two Business Days prior to the Closing Date, in the case of or Bankers’ Acceptances or BA Equivalent Loans or (cb) one Business Day prior to 10:00 A.M., New York City time, on the requested Borrowing Date, for ABR Loans) specifying (i) the identity of a Borrower, (ii) the amount to be borrowed, (iii) the requested Borrowing Date, (iv) whether the borrowing is to be of Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans, ABR Loans or a combination thereof, (v) in the case of Base Rate Loans and Canadian Prime Rate Loans). Every borrowing by the Canadian Borrower must be made pro rata between the Facility Revolving Credit CA Commitments and the Revolving Credit US/CA Commitments, based upon the Revolving Credit CA Facility Percentage and the Revolving Credit US/CA Facility Percentage, as applicable. Any borrowing by the Borrowers of Revolving Credit Loans made on the Closing Date shall initially be Base Rate Loans or Canadian Prime Rate Loans, as applicableif the borrowing is to be entirely or partly of ABR Loans, whether such Loans shall be denominated in Canadian Dollars or Dollars and (vi) if the borrowing is to be entirely or partly of Eurocurrency Loans, Bankers’ Acceptances or BA Equivalent Loans, the respective amounts of each such Type of Loan, the respective lengths of the initial Interest Periods therefor. Each borrowing by the Borrowers of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans and Canadian Prime Rate ABR Loans, except any ABR Loan to be used solely to pay a like amount of outstanding Reimbursement Obligations or Swing Line Loans, in multiples of $1,000,000 1,000,000.0 (or Cdn. $1,000,000or, as applicablein the case of Loans denominated in Canadian Dollars, Cdn$1,000,000.0) or a whole multiple thereof (or, if the Revolving Commitments then aggregate Available Revolving Credit Commitments available (as calculated in accordance with subsections 2.1(a) and (b)) are less than $1,000,000 (or Cdn. $1,000,000)1,000,000.0, such lesser amount), ) and (y) in the case of Eurodollar Loans and Eurocurrency Loans, Bankers’ AcceptancesAcceptances or BA Equivalent Loans an amount equal to $5,000,000.0 (or, $5,000,000 (or Cdn. $5,000,000in the case of Loans denominated in Canadian Dollars, as applicableCdn$5,000,000.0) or a whole multiple of $1,000,000 1,000,000.0 (or Cdn. $1,000,000)or, in the case of Loans denominated in Canadian Dollars, Cdn$1,000,000.0) in excess thereof; provided, that a Swing Line Lender may request, on behalf of the applicable Borrower, borrowings of Base Rate Loans and Canadian Prime Rate Loans under the Revolving Credit Commitments in other amounts pursuant to Section 2.7. Upon receipt of any such Borrowing Notice from the Canadian Borrower, the Canadian Agent shall promptly notify each Revolving Credit CA Lender thereof. Upon receipt of any such Borrowing Notice notice from the US BorrowerU.S. Borrower Representative or the Canadian Borrower Representative, as the case may be, the Administrative Agent or the Canadian Agent, as applicable, shall promptly notify each applicable Revolving Credit US/CA Lender thereof. Each Subject to the satisfaction of the conditions precedent specified in subsection 6.2, each applicable Revolving Credit CA Lender will make its Revolving Credit CA Percentage of the amount of its pro rata share of each borrowing of Revolving Credit CA Loans available to the Canadian Agent for the account of the Canadian Borrower at the Canadian Funding Office prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the Canadian Borrower in funds immediately available to the Canadian Agent. Each Revolving Credit US/CA Lender will make its Revolving Credit US/CA Percentage of the amount of each borrowing of Revolving Credit CA/US Loans available to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Borrower identified in such notice at the Funding Office office of the Administrative Agent or the Canadian Funding OfficeAgent, as applicable, specified in subsection 11.2 prior to 11:00 12:30 P.M. (or 10:00 A.M., in the case of the initial borrowing hereunder), New York City time, or at such other office of the Administrative Agent or the Canadian Agent, as applicable, or at such other time as to which the Administrative Agent or the Canadian Agent, as applicable, shall notify such Borrower Representative reasonably in advance of the Borrowing Date with respect thereto, on the Borrowing Date requested by such Borrower in Dollars or Canadian Dollars and in funds immediately available to the Administrative Agent or the Canadian Agent, as applicable. In relation to Bankers’ Acceptances and BA Equivalent Loans, the Canadian Agent shall credit to the applicable Canadian Borrower’s account on the applicable Borrowing Date the BA Proceeds less the applicable BA Fee with respect to each Bankers’ Acceptance purchased and each BA Equivalent Loan advanced by a Lender on that Borrowing Date. Such borrowings borrowing will then be made available to the Canadian Borrower identified in such Borrower notice by the Administrative Agent or the Canadian Agent, as applicable, crediting the account of such Borrower on the books of such office with the aggregate of the amounts made available to the Canadian Agent by the Revolving Lenders and in like funds as received by the Administrative Agent or the Canadian Agent, as applicable.
(b) The Canadian Borrower hereby designates the US Borrower as its representative and agent on its behalf for the purposes of issuing Borrowing Notices and notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Canadian Borrower under the Loan Documents. The Administrative Agent, the Canadian Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the US Borrower as a notice or communication from the Canadian Borrower and the US Borrower. Each warranty, covenant, agreement and undertaking made on its behalf by the US Borrower shall be deemed for all purposes to have been made by the Canadian Borrower and shall be binding upon and enforceable against the Canadian Borrower to the same extent as it if the same had been made directly by the Canadian Borrower.
(c) It is agreed and understood that each Borrower shall be a Guarantor of the other Borrower’s Obligations pursuant to the Guarantee and Collateral Agreement, but not co-Borrowers in respect of any Loans or other obligations under this Agreement.
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