Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 2 contracts
Samples: Credit Agreement (ATI Physical Therapy, Inc.), Credit Agreement (ATI Physical Therapy, Inc.)
Requests for Borrowings. Each To request a Borrowing (other than a continuation or conversion, which is governed by Section 2.8) of Domestic Revolving Loans, Global Revolving Loans or an Incremental Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans relevant Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed request by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than telephone (a) in the case of any Term Loan Borrowinga Eurocurrency Borrowing denominated in Dollars, 1:00 p.m. not later than 11:00 a.m., New York City time three Business Days prior to before the requested day date of any Borrowing ofthe proposed Borrowing, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loana Eurocurrency Borrowing denominated in an Alternative Currency, not later than 11:00 a.m., New York City time four Business Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Business Day of the proposed Borrowing; provided that (i) 1:00 p.m. three Business Days prior any such notice of a Borrowing of ABR Domestic Revolving Loans to finance the reimbursement of a Financial LC Disbursement as contemplated by Section 2.5(e)(i) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing, and (ii) any such notice of a Borrowing of ABR Global Revolving Loans to finance the reimbursement of a Non-Financial LC Disbursement as contemplated by Section 2.5(e)(ii) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and (x) signed by the Parent Borrower or (y) in the case of Borrowings by a Foreign Subsidiary Borrower, signed by the Parent Borrower or such Foreign Subsidiary Borrower, as specified by the Parent Borrower by prior written notice to the Administrative Agent. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.2: (i) the applicable Borrower requesting such Borrowing (and be signed on behalf of such Borrower); (ii) the Class and Type of the requested day Borrowing; (iii) the aggregate amount of any such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto; (vi) the location and number of the relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.7; and (vii) the currency of such Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day which shall be in Dollars in the case of any Incremental Term Loans, Domestic Revolving Loans and Swingline Loans, and otherwise shall be in Dollars or an Alternative Currency). If no election as to the currency of a Borrowing of SOFR Benchmark Global Revolving Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to is specified in any such notice, then the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, shall be denominated in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate LendersDollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR BorrowingBorrowing if denominated in Dollars or a Eurocurrency Borrowing if denominated in an Alternative Currency. If no Interest Period is specified with respect to any requested SOFR Benchmark Eurocurrency Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each relevant Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 2 contracts
Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Requests for Borrowings. Each Term Loan BorrowingTo request a Borrowing (other than a continuation or conversion, each Revolving Loan Borrowingwhich is governed by Section 2.05), each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower shall notify the Administrative Agent of such request by e-mail, hand delivery or telecopy to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan a written Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be Request substantially in the form of a written Borrowing Request, appropriately completed Exhibit B and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than Borrower: (a) in the case of any Term Loan a Eurodollar Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofnot later than 11:00 a.m., conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) New York City time (or such later time as is reasonably acceptable to the Administrative Agent), three (3) and Business Days before the date of the proposed Borrowing (or in the case of any Eurodollar Borrowing to be made on the Effective Date or on the closing date of any Facility, one (1) Business Day before the date of the proposed Borrowing) or (b) in the case of any Revolving Loanan ABR Borrowing, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofnot later than 10:00 a.m., conversion to or continuation of SOFR Benchmark Loans New York City time (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent), on the date of the proposed Borrowing; provided, however, that if the Borrower wishes to request SOFR Benchmark Loans a Eurodollar Borrowing having an initial Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) ”, the applicable notice from the Borrower Borrowing Request must be received by the Administrative Agent not later than 1:00 p.m. five four (4) Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuationBorrowing, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to all of them (and (B) not later than 12:00 p.m. 11:00 a.m., New York City time, three (3) Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be made electronically) whether or not the requested Interest Period is available has been consented to by all the Lenders). Each such electronic Borrowing Request shall be irrevocable and shall be confirmed promptly by e-mail, hand delivery or telecopy to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested a written Borrowing (x) Request substantially in the case form of any ABR BorrowingExhibit B and signed by the Borrower. Each such telephonic, on the same Business Day of receipt of a electronic and written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 2 contracts
Samples: Credit Agreement (Xperi Holding Corp), Credit Agreement (Xperi Corp)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans and (or one Business Day in ii) 1:00 p.m. on the case requested date of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. noon three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. .If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section. Section 2.04. [Reserved].
Appears in 2 contracts
Samples: Assignment and Assumption (Claros Mortgage Trust, Inc.), Assignment and Assumption (Claros Mortgage Trust, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices any notice in respect of any Term Loan Borrowings Borrowing and/or the any Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the occurrence of the Closing Date, (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of IndebtednessIndebtedness or (z) for any other purpose to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed), may be conditioned on the occurrence of the relevant event). Each such notice must be in the form of a written Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 12:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 10:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, three or six months in duration or such shorter period as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 12:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request, (B) the relevant requested Interest Period is shall be deemed to be available to them each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is not available to such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (BC) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 2 contracts
Samples: Credit Agreement (First Watch Restaurant Group, Inc.), Credit Agreement (Definitive Healthcare Corp.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day or, in the case of any the Borrowing of SOFR Benchmark Loans to be made the Additional Initial Term Loan on the Closing Amendment No. 1 Effective Date) , such later time as the Administrative Agent may agree and (ii) 9:00 a.m. three Business Days prior to 1:00 p.m. on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. noon three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section. Section 2.04. [Reserved].
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), Term Loan Credit Agreement (Claros Mortgage Trust, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness)Agent. Each such notice must be in in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) or by telephone (and promptly confirmed by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower)) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 11:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 2 contracts
Samples: Intercreditor Agreement (Cotiviti Holdings, Inc.), Intercreditor Agreement (Cotiviti Holdings, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to 1:00 p.m. on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. noon three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section. Section 2.04. [Reserved].
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.), Term Loan Credit Agreement
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable written notice by the Borrower to the Administrative Agent (Agent, which shall be given by a Borrowing Request or an Interest Election Request, as applicable; provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Merger and (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. 10:00 a.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark of, LIBO Rate Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (bb)(i) in the case of any Term Loan Borrowing and/or Revolving LoanLoan Borrowing other than in connection with an Initial Delayed Draw Term Loan Extension (A) so long as such Borrowing Request is in respect of a Borrowing of ABR Revolving Loans in a principal amount not exceeding $5,000,000, 10:00 a.m. on the requested date of any Borrowing of ABR Revolving Loans (such ABR Revolving Loans described in this clause (b)(i)(A), “Same-Day ABR Revolving Loans”), (iB) 1:00 p.m. three so long as such Borrowing Request is in respect of a Borrowing of ABR Revolving Loans in a principal amount not exceeding $5,000,000, 10:00 a.m. one Business Days Day prior to the requested date of any Borrowing of ABR Revolving Loans (such ABR Revolving Loans described in this clause (b)(i)(B), “Day-Prior ABR Revolving Loans”) or (C) in the case of any conversion to ABR Loans, 10:00 a.m. one Business Day prior to the requested day of any Borrowing of, such conversion to or continuation of SOFR Benchmark Loans (or one Business Day ii) in the case of any Borrowing of SOFR Benchmark Initial Delayed Draw Term Loan Extension or Revolving Loans to be made on the Closing Date) and (ii) 9:00 that are not Same-Day ABR Revolving Loans or Day-Prior ABR Revolving Loans, 10:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five 11:00 a.m. four Business Days prior to the requested date of the relevant Borrowing Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days the Administrative Agent shall promptly notify the Borrower before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 2 contracts
Samples: Credit Agreement (Definitive Healthcare Corp.), Credit Agreement (Definitive Healthcare Corp.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (( provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to 1:00 p.m. on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. noon three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section. Section 2.04. [Reserved].
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.), Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)
Requests for Borrowings. Each Term Loan To request a Revolving Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed request by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than telephone (a) in the case of any Term Loan a Eurodollar Borrowing, 1:00 p.m. not later than 11:00 a.m., Houston, Texas time, three Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loanan ABR Borrowing, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofnot later than 11:00 a.m., conversion to or continuation of SOFR Benchmark Loans (or Houston, Texas time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(e) may be given not later than 10:00 a.m., Houston, Texas time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: whether the requested Borrowing is to be a Revolving Borrowing; the aggregate amount of such Borrowing; the date of such Borrowing, which shall be a Business Day; whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; in the case of any Borrowing of SOFR Benchmark Loans a Eurodollar Borrowing, the initial Interest Period to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (orapplicable thereto, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in which shall be a period contemplated by the definition of “the term "Interest Period,” (A) "; and the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date location and number of the relevant Borrowing (or such later time as is reasonably acceptable Borrower's account to which funds are to be disbursed, which shall comply with the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders requirements of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate LendersSection 2.05. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Lubys Inc)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices any notice in respect of Term Loan Borrowings and/or any Borrowing (x) to be made on the Revolving Loan Borrowing Closing Date may be conditioned on the occurrence of the Closing Date, (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of IndebtednessIndebtedness or (z) for any other purpose to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed), may be conditioned on the occurrence of the relevant event). Each such notice must be in the form of a written Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 10:00 a.m. three one Business Days Day prior to the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, three or six months (or, to the extent available to all relevant affected Lenders, 12 months) in duration or such shorter period as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request, (B) the relevant requested Interest Period is shall be deemed to be available to them each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is not available to such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (BC) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Requests for Borrowings. Each Term Loan Borrowing(a) To request a Borrowing (other than a Swingline Loan), each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to Representative shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment request in writing (whether through Administrative Agent’s pinnacle system or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the other form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably submission acceptable to the Administrative Agent) in a form approved by the Administrative Agent and signed by the Borrower Representative not later than 1:00 p.m., New York time: (bi) three (3) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Loans denominated in U.S. Dollars to which the case Term SOFR Rate Option applies or the conversion to or the renewal of any such Interest Rate Option for any Revolving Loans denominated in U.S. Dollars; (ii) four (4) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Loans denominated in Alternative Currencies to which the Daily Simple RFR Option or Term RFR Option applies, or the conversion to or renewal of a Daily Simple RFR Option or Term RFR Option for any Revolving Loans denominated in Alternative Currencies; and/or (iii) the same Business Day of the proposed Borrowing Date with respect to the making of a Revolving Loan to which the Alternate Base Rate applies or the last day of the preceding Interest Period with respect to the conversion to the Alternate Base Rate for any Revolving Loan, (b) Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile, or emailed pdf to the Administrative Agent of a written Borrowing Request signed by the Borrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) 1:00 p.m. three Business Days prior to the requested day name of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and applicable Borrower(s); (ii) 9:00 a.m. three Business Days prior to the aggregate amount of the requested day Borrowing and a breakdown of any Borrowing the separate wires comprising such Borrowing; (iii) the date of or conversion to ABR Loans such Borrowing, which shall be a Business Day; (other than Swingline Loansiv) the Type and Currency of such Borrowing; and (orv) if applicable, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an initial Interest Period of other than oneto be applicable thereto, three or six months in duration as provided in which shall be a period contemplated by the definition of the term “Interest Period,.” (A) Any Borrowing Request that shall fail to specify any of the applicable notice from information required by the Borrower must preceding provisions of this paragraph may be received rejected by the Administrative Agent if such failure is not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon corrected promptly after the Administrative Agent shall give prompt written or telephonic notice thereof to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.Borrower
Appears in 1 contract
Samples: Credit Agreement (Big Lots Inc)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans or Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan any Borrowings and/or (x) to be made on the Revolving Loan Borrowing Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, investment Investment or irrevocable repayment repayment, redemption or redemption refinancing of Indebtedness may be conditioned on the closing of such Permitted Acquisitionacquisition, permitted such Investment or permitted irrevocable repayment repayment, redemption or redemption refinancing of such Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Eurocurrency Rate Loans (or one (x) 15 Business Day Days in the case of any Borrowing of SOFR Benchmark Initial Euro Term Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) Date and (by) in the case of any Revolving Loan, (i) 1:00 p.m. three 12 Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Initial Dollar Term Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loansor 12 Business Days in the case of any Borrowing of ABR Term Loans to be made on the Closing Date) (or, in each case, such later time as is shall be reasonably acceptable to the Administrative AgentConsent Party); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans or Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative AgentConsent Party), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not later than 12:00 p.m. 10:00 a.m. three Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available has been consented to by all the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then a Borrowing by the Borrower pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent shall advise each Lender in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the details Borrower. Each such telephonic and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Samples: First Lien Credit Agreement (Ranpak Holdings Corp.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness)Agent. Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 12:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative AgentAgent in its sole discretion) and (ii) except in the case of any Swingline Loan, 10:00 a.m. on the Business Day of the requested date of any Borrowing of ABR Loans (or, in each case, such later time as is acceptable to the Administrative Agent in its sole discretion); provided, howeverprovided that, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two (only for so long as the two month LIBO Rate continues to be published), three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 12:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent)Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified Each written notice with respect to any requested SOFR Benchmark Borrowing, then a Borrowing by the Borrower pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent shall advise each Lender in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrower. Each such written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Samples: Credit Agreement (Cowen Inc.)
Requests for Borrowings. Each To request a Revolving Borrowing or Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisitionrequest in writing by telecopy, permitted Investment electronic mail, facsimile or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than overnight courier (a) in the case of any Term Loan a EurodollarTerm Benchmark Borrowing, 1:00 p.m. not later than 11:00 a.m., New York City time, three (3) U.S. Government Securities Business Days prior to before the requested day date of any Borrowing ofthe proposed Borrowing, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day b) if applicable, in the case of any an RFR Borrowing, not later than 11:00 a.m., New York City time, five U.S. Government Securities Business Days before the date of the proposed Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (bc) in the case of an ABR Borrowing of Revolving Loans, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any Revolving Loannotice given in connection with Borrowings on the Effective Date (including EurodollarTerm Benchmark Borrowings) may be given not later than 11:00 a.m., New York City time, two (i2) 1:00 p.m. three U.S. Government Securities Business Days prior to before the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Effective Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or; provided further that, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not may in its discretion accept any later than 1:00 p.m. five Business Days prior to request. Each such written Borrowing Request shall be signed by the requested date Borrower substantially in the form of Exhibit S (the relevant “Notice of Borrowing”) and shall be irrevocable. Each such written Borrowing Request shall specify the following information: (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine i) whether the requested Interest Period Borrowing is available to them and be a Revolving Borrowing, a Term Borrowing or a Borrowing of any other Class (Bspecifying the Class thereof); (ii) not later than 12:00 p.m. three Business Days before the requested aggregate amount of such Borrowing; (iii) the date of the relevant such Borrowing, conversion or continuation, the Administrative Agent which shall notify the Borrower be a Business Day; (iv) whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of such Borrowing is specified, then the requested Borrowing shall to be an ABR Borrowing or, a EurodollarTerm Benchmark Borrowing or, if applicable pursuant to Section 2.14, an RFR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing ; (xv) in the case of any ABR a EurodollarTerm Benchmark Borrowing, on the same Business Day initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of receipt the term “Interest Period”; (vi) the location and number of a Borrowing Request in accordance the Borrower’s account to which funds are to be disbursed, which shall comply with this the requirements of Section or (y) 2.06, or, in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.of
Appears in 1 contract
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed request by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than telephone (a) in the case of any a Term Loan Benchmark Borrowing, 1:00 p.m. not later than 11:00 a.m., New York City time, three Business Days prior to before the requested day date of any the proposed Borrowing of(or, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Term Benchmark Borrowing of SOFR Benchmark Loans to be made on the Closing ClosingFirst Amendment Effective Date) (or , such later shorter period of time as is reasonably acceptable may be agreed to by the Administrative Agent) and ), (b) (i) in the case of any Revolving Loanan ABR Term Borrowing, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofnot later than 2:00 p.m., conversion to or continuation of SOFR Benchmark Loans (or New York City time, one Business Day in before the case date of any the proposed Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any an ABR Revolving Borrowing, not later than 2:00 p.m., New York City time, on the same Business Day date of receipt of a the proposed Borrowing Request in accordance with this Section or (yc) in the case of any SOFR a Borrowing of Swingline Loans, in accordance with Section 2.23. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request signed by the Borrower substantially in the form of Exhibit T. Each such telephonic and written Borrowing Request shall specify the following information: (i) the Class of such Borrowing; (ii) the aggregate amount of such Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iv) whether such Borrowing is to be an ABR Borrowing or (except for Borrowings of Swingline Loans) a Term Benchmark Borrowing; (v) in the case of a Term Benchmark Borrowing, no later than one Business Day following receipt the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of a Borrowing Request in accordance with this Section.the term “Interest Period”;
Appears in 1 contract
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 p.m. 11:00 a.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans in Dollars to be made on the Closing Date) (Date or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing First Amendment Effective Date) and (ii) 9:00 11:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five 11:00 a.m. four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. noon three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no election as to the currency of the requested Borrowing is specified, then the Borrower shall be deemed to have selected a Borrowing in Dollars. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: Credit Agreement (Dragoneer Growth Opportunities Corp.)
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted request (a) by irrevocable repayment or redemption of Indebtedness). Each such written notice must be in the form of (via a written Borrowing Request, appropriately completed and signed by Request in a Responsible Officer of the Borrower and must be received form approved by the Administrative Agent and signed by the Borrower, promptly followed by telephonic confirmation of such request) (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any a Term Loan Benchmark Borrowing, 1:00 p.m. not later than 11:00 a.m., New York City Time, three (3) Business Days prior to before the requested day date of any Borrowing ofthe proposed Borrowing, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day b) by telephone in the case of any an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing of SOFR Benchmark Loans Request pursuant to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and clause (b) in the case preceding sentence shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of any Revolving Loan, a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) 1:00 p.m. three Business Days prior to the aggregate principal amount of the requested day Borrowing; (ii) the date of any such Borrowing, which shall be a Business Day; (iii) whether such Borrowing of, conversion is to be an ABR Borrowing or continuation of SOFR a Term Benchmark Loans Borrowing; (or one Business Day iv) in the case of any Borrowing of SOFR a Term Benchmark Loans Borrowing, the initial Interest Period to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (orapplicable thereto, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in which shall be a period contemplated by the definition of the term “Interest Period,” ”; and (Av) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date location and number of the relevant Borrowing (or such later time as is reasonably acceptable Borrower’s account to which funds are to be disbursed, which shall comply with the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders requirements of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate LendersSection 2.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.Promptly
Appears in 1 contract
Samples: Credit Agreement (Masco Corp /De/)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of Term SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Request; provided that any telephonic notice must be promptly confirmed in writing by delivery to the Administrative Agent of a Borrowing Request (provided that notices in respect of Term Loan Borrowings and/or the any Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed by delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three U.S. Government Securities Business Days prior to the requested day of any Borrowing of, conversion to or continuation of Term SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day denominated in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving LoanDollars, (iii) 1:00 2:00 p.m. three four Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans denominated in an Alternative Currency and (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made iii) 11:00 a.m. on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request Term SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four U.S. Government Securities Business Days prior to the requested date of the relevant Borrowing Borrowing, conversion or continuation (or or, in each case, such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three U.S. Government Securities Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no currency is specified as to any Borrowing, then the requested Borrowing shall be made in Dollars. If no Interest Period is specified with respect to any requested Term SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any Term SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowingthe applicable Borrower, each conversion or the Company on behalf of Term Loans or Revolving Loans from one Type to the otherapplicable Borrower, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted request (a) by irrevocable repayment or redemption of Indebtedness). Each such written notice must be in the form of (via a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Request in substantially the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans form attached as Exhibit D hereto (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is otherwise reasonably acceptable to the Administrative Agent) and (bsigned by the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request) in the case of any Revolving Loana Eurocurrency Borrowing or BA Equivalent Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days before the date of the proposed Borrowing, (ib) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day by telephone in the case of any a Base Rate Borrowing, including a Base Rate Borrowing to finance the reimbursement of SOFR Benchmark Loans to be made on the Closing Datean LC Disbursement as contemplated by Section 2.04(e) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (orhereof, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowingp.m., conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR BorrowingLocal Time, on the same Business Day of receipt the proposed Borrowing, (c) by telephone in the case of a Canadian Base Rate Borrowing, not later than 12:00 p.m., Local Time, one (1) Business Day prior to the date of the proposed Borrowing or (d) by irrevocable written notice (via a written Borrowing Request in accordance with this Section substantially the form attached as Exhibit D hereto (or (yotherwise reasonably acceptable to the Administrative Agent) and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request) in the case of any SOFR Benchmark Borrowingan Overnight LIBO Borrowing to finance the reimbursement of an LC Disbursement in an Agreed Currency or in respect of a Foreign Subsidiary Borrower as contemplated by Section 2.04(e) hereof, no not later than one 12:00 p.m., Local Time, on the same Business Day following receipt of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and if given by telephone shall be confirmed promptly in writing by telecopy or electronic mail to the Administrative Agent of a written Borrowing Request substantially in the form attached as Exhibit D hereto and signed by an authorized signer of the applicable Borrower, or the Company on behalf of the applicable Borrower. In the case of a Borrowing denominated in any Alternative Currency, the applicable Borrower shall also notify JPMEL of such request by writing at the same time that such Borrower shall notify the Administrative Agent pursuant to (a) or (b) above, as applicable. Each such telephonic and written Borrowing Request shall specify the following information in accordance compliance with this Section.Section 2.02 hereof:
Appears in 1 contract
Samples: Pledge and Security Agreement (Michael Kors Holdings LTD)
Requests for Borrowings. Each Term Loan (a) To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent of such request (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness which may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent telephone) (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan a Eurodollar Borrowing, 1:00 not later than 12:00 p.m. three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 10:00 a.m. on the date of the proposed Borrowing; provided that (A) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m. on the date of the proposed Borrowing, (B) any such notice of a Borrowing to be made under an Incremental Facility Amendment or a Refinancing Amendment may be given no later than such later time as shall be specified therefor in the applicable Incremental Facility Amendment or Refinancing Amendment, (C) any such notice of a Borrowing to be made on the Closing Date may be given no later 12:00 p.m. two Business Days before the Closing Date and (D) any such notice of a Borrowing of Delayed Draw Term Loans must be given no later than 12:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing proposed Delayed Draw Funding Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, howeverfurther, that if the Borrower wishes to request SOFR Benchmark Loans having an any Interest Period that requires the consent of other than one, three or six months in duration as provided in all relevant affected Lenders pursuant to the definition of “Interest Period,” (A) the applicable is requested, notice from the Borrower must shall be received by the Administrative Agent delivered not later than 1:00 12:00 p.m. five four Business Days prior to before the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuationproposed Borrowing, whereupon the Administrative Agent shall give prompt notice to the appropriate affected Lenders of such request and determine whether the requested Interest Period is available acceptable to them all of them, and (B) not later than 12:00 p.m. three Business Days before prior to the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is available has been consented to by all the affected Lenders. Each such telephonic Borrowing Request shall be, except as may otherwise be specified therefor in the applicable Incremental Facility Amendment or Refinancing Amendment, irrevocable and shall be confirmed promptly by a written Borrowing Request signed by the Borrower and delivered to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this SectionAgent.
Appears in 1 contract
Requests for Borrowings. Each Term Loan To request a Revolving Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed request by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than telephone (a) in the case of any Term Loan a Eurocurrency Borrowing, 1:00 p.m. not later than 11:00 a.m., Cleveland, Ohio time, three (3) Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of a Floating Rate Borrowing, not later than 12:00 p.m., Cleveland, Ohio time, on the date of the proposed Borrowing; provided that any Revolving Loansuch notice of a Floating Rate Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2A.5 may be given not later than 10:00 a.m., Cleveland, Ohio time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.2: (i) 1:00 p.m. three Business Days prior to the Type of the requested day Borrowing; (ii) the aggregate amount of any Borrowing ofsuch Borrowing; (iii) the date of such Borrowing, conversion to or continuation of SOFR Benchmark Loans which shall be a Business Day; (or one Business Day iv) in the case of any Borrowing of SOFR Benchmark Loans a Eurocurrency Borrowing, the initial Interest Period to be made on the Closing Date) applicable thereto; and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (Av) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date location and number of the relevant Borrowing (or such later time as is reasonably acceptable Borrower’s account to which funds are to be disbursed, which shall comply with the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders requirements of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate LendersSection 2.10. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR a Floating Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of Promptly following receipt of a Borrowing Request in accordance with this Section or (y) in 2.3, the case Administrative Agent shall advise each relevant Lender of any SOFR Benchmark the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: Credit Agreement (Retail Value Inc.)
Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans applicable Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed request by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) telephone i. in the case of any Term Loan a Eurocurrency Borrowing, 1:00 p.m. not later than 12:00 noon, Local Time, three Business Days before the date of the proposed Borrowing or ii. in the case of an ABR Borrowing, not later than 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided, that, 1. to request a Borrowing on the Fourth Restatement Effective Date, the applicable Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 noon, Local Time, two Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) Fourth Restatement Effective Date (or such later time as is reasonably acceptable the Administrative Agent may agree) and 2. any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent) Agent of a written Borrowing Request in a form approved by the Administrative Agent and (b) signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: whether such Borrowing is to be a Borrowing of Term B Loans, Revolving Facility Loans, Refinancing Term Loans, Other Term Loans, Other Revolving Loans or Replacement Revolving Loans as applicable; the aggregate amount of the requested Borrowing; the date of such Borrowing, which shall be a Business Day; whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; in the case of any Revolving Loana Eurocurrency Borrowing, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans initial Interest Period to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (orapplicable thereto, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in which shall be a period contemplated by the definition of the term “Interest Period,” (A) ”; and the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date location and number of the relevant Borrowing (or such later time as is reasonably acceptable Borrowers’ account to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice which funds are to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lendersbe disbursed. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Eurocurrency Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of Promptly following receipt of a Borrowing Request in accordance with this Section or (y) in 2.03, the case Administrative Agent shall advise each Lender of any SOFR Benchmark the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: First Lien Credit Agreement (Zurn Water Solutions Corp)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of Term SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices any notice in respect of any Term Loan Borrowings Borrowing and/or the any Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the occurrence of the Closing Date, (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of IndebtednessIndebtedness or (z) for any other purpose to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed), may be conditioned on the occurrence of the relevant event). Each such notice must be in the form of a written Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 12:00 p.m. three two Business Days prior to the requested day of any Borrowing of, conversion to or continuation of Term SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 10:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request Term SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” duration, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 12:00 p.m. five three Business Days prior to the requested date of the relevant Borrowing Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request, (B) the relevant requested Interest Period is shall be deemed to be available to them each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is not available to such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (BC) not later than 12:00 p.m. three two Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any Term SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: Credit Agreement (First Watch Restaurant Group, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Request; provided that any telephonic notice must be promptly confirmed in writing by delivery to the Administrative Agent of a Borrowing Request (provided that notices in respect of Term Loan Borrowings and/or the any Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in in the form of a Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed by delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day denominated in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and Dollars, (ii) 9:00 a.m. three 2:00 p.m., four Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans denominated in an Alternative Currency and (ii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall shall, (x) if denominated in Dollars, be an ABR Borrowing and (y) if denominated in an Alternative Currency, be a LIBO Rate Borrowing with an Interest Period of one month’s duration. If no currency is specified as to any Borrowing, then the requested Borrowing shall be made in Dollars. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)
Requests for Borrowings. Each Borrowing of Term Loan BorrowingLoans, each Borrowing of Revolving Loan BorrowingLoans, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the applicable Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness)Agent. Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m., Local Time, (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans or any Borrowing of or conversion to ABR Loans denominated in Dollars (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Initial Term Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan), (iii) 1:00 p.m. three Business Days prior to on the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case date of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) denominated in Dollars, or (iii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Loans (including Swingline Loans) denominated in an Alternative Currency (or, in each casethe case of clause (iii), such later time as is reasonably shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower must be received by the Administrative Agent not later than 1:00 p.m. five 12:00 p.m., Local Time, one Business Days Day prior to the requested date of the relevant Borrowing (or for such later time as is reasonably acceptable to the Administrative Agent)Borrowing, conversion or continuationcontinuation required pursuant to clause (i) or (iii) above, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not later than 12:00 p.m. three 10:00 a.m. on the next Business Days before the requested date of the relevant Borrowing, conversion or continuationDay, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period is available to has been consented by all the appropriate Lenders. If no election as Lenders (it being acknowledged and agreed that the failure of any Lender to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect respond to any requested SOFR Benchmark Borrowing, then such request within the Borrower time period provided by clause (A) above shall be deemed to have selected an Interest Period be a rejection by such Lender of one month’s durationsuch request). The Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent shall advise each Lender in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the details applicable Borrower. Each such telephonic and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Samples: Credit Agreement (Indivior PLC)
Requests for Borrowings. Each Term Loan Borrowing(a) To request a Borrowing (other than a Borrowing of Swingline Loans), each Revolving Loan Borrowingthe applicable Borrower (or the Company on behalf of the applicable Borrower) shall notify the Administrative Agent, each conversion of Term Loans which notice may be given by a Borrowing Request or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall telephone (provided that any telephonic notice must be made upon irrevocable notice confirmed immediately by the Borrower delivery to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request), appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 11:00 a.m., (a) in the case of any Term Loan Borrowinga Eurocurrency Borrowing denominated in Dollars, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of(or, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any the Term Loan Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or , such later time shorter period as is reasonably acceptable to may be agreed by the Administrative Agent) before the date of the proposed Borrowing (or such shorter period of time as may be agreed to by the Administrative Agent and the Lenders), (b) in the case of any a Eurocurrency Borrowing denominated in an Alternative Currency (other than a Special Notice Currency), four Business Days before the date of the proposed Borrowing (or such shorter period of time as may be agreed to by the Administrative Agent and the Multicurrency Tranche Revolving LoanLenders), (ic) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any a Eurocurrency Borrowing denominated in a Special Notice Currency, five Business Days before the date of SOFR Benchmark Loans the proposed Borrowing (or such shorter period of time as may be agreed to be made by the Administrative Agent and the Multicurrency Tranche Revolving Lenders), and (d) on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day date of any Base Rate Borrowing (or such shorter period of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable may be agreed to by the Administrative AgentAgent and the Lenders); provided, however, provided that if the any Borrower wishes to request SOFR Benchmark Eurocurrency Rate Loans having an Interest Period of other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later at least one Business Day earlier than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agentthat otherwise provided in this Section 2.03(a), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not all of them. Not later than 12:00 p.m. 11:00 a.m., (i) three Business Days before the requested date of the relevant such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days 69 in the case of a Special Notice Currency) prior to the requested date of such Borrowing of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period is available has been consented to by all the appropriate Lenders. If no election as to the Type of Each such Borrowing is specified, then the requested Borrowing Request shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowingirrevocable, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of except that a Borrowing Request in accordance with this Section or (y) in may be conditioned on the case occurrence of any SOFR Benchmark Borrowingsubsequent event (including a Permitted Acquisition or other Investment), no later than one Business Day following receipt in which case, such notice may be revoked by the applicable Borrower (by written notice to the Administrative Agent on or prior to the date of a such funding) if such event does not occur. Each such written Borrowing Request shall specify the following information in accordance compliance with this Section.Section 2.02:
Appears in 1 contract
Requests for Borrowings. (a) Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Adjusted Eurocurrency Rate Loans shall be made upon irrevocable written notice by the Borrower to the Administrative Agent by delivery of a Borrowing Request (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 2:00 p.m. three Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR continuation of Adjusted Eurocurrency Rate Loans (or one Business Day in the case of any Adjusted Eurocurrency Rate Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable any conversion of ABR Loans to the Administrative Agent) Adjusted Eurocurrency Rate Loans and (bii) in the case of any Revolving Loan, (i) 1:00 2:00 p.m. three one Business Days Day prior to the requested day date of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of for or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); providedprovided that, however, that if the Borrower wishes to request SOFR Benchmark Adjusted Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 2:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to and has been approved by the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan Lenders (such approval not to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section unreasonably withheld or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Sectiondelayed).
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Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans Parent Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment request by prior written or permitted irrevocable repayment fax notice (or redemption of Indebtedness). Each such telephone notice must be in the form of a promptly confirmed by written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, or fax or other electronic transmission (including “.pdf” or “.tif”)notice) not later than (a) in the case of any Term Loan a Eurocurrency Borrowing, 1:00 p.m. not later than 12:00 noon, New York City time, three Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loanan ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and shall be in a form approved by the Administrative Agent and signed by the Parent Borrower. Each such Borrowing Request shall specify, in compliance with Section 2.02, (i) 1:00 p.m. three Business Days prior to the requested day aggregate amount of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and such Borrowing; (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent which shall notify the Borrower be a Business Day; (iii) whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of such Borrowing is specified, then the requested Borrowing shall to be an ABR Borrowing or a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing ; (xiv) in the case of any ABR a Eurocurrency Borrowing, on the same Business Day initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (v) a description, in reasonable detail, of the Equipment and Machinery to be financed (which description shall include the name of the Eligible Loan Party to own such Equipment and Machinery, the Cost and the Eligible Location where the Equipment and Machinery are to be located); and (vi) the location and number of the account of the owner of the applicable Equipment and Machinery to which funds are to be disbursed, which shall be in compliance with Section 2.04. Promptly following receipt of a Borrowing Request in accordance with this Section or (y) in 2.03, the case Administrative Agent shall advise each Lender of any SOFR Benchmark the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: Credit Agreement (Metaldyne Corp)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR LIBO RateTerm Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR LIBO RateTerm Benchmark Loans (or one Business Day or, in the case of any the Borrowing of SOFR Benchmark Loans to be made the Additional Initial Term B-1 Loan on the Closing Amendment No. 13 Effective Date) , such later time as the Administrative Agent may agree and (ii) 9:00 a.m. three Business Days prior to 1:00 p.m. on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR LIBO RateTerm Benchmark Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. noon three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR LIBO RateTerm Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR LIBO RateTerm Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.. Signature Page to Term Loan Credit Agreement 392
Appears in 1 contract
Samples: Term Loan Credit Agreement (Claros Mortgage Trust, Inc.)
Requests for Borrowings. Each Term Loan Borrowing(a) To request a Borrowing (other than a Borrowing of Swingline Loans), each Revolving Loan Borrowingthe applicable Borrower (or the Company on behalf of the applicable Borrower) shall notify the Administrative Agent, each conversion of Term Loans which notice may be given by a Borrowing Request or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall telephone (provided that any telephonic notice must be made upon irrevocable notice confirmed immediately by the Borrower delivery to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request), appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 11:00 a.m., (a) in the case of any Term Loan Borrowinga Eurocurrency Borrowing denominated in Dollars, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of(or, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any the Term Loan Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or , such later time shorter period as is reasonably acceptable to may be agreed by the Administrative Agent) before the date of the proposed Borrowing (or such shorter period of time as may be agreed to by the Administrative Agent and the Lenders), (b) in the case of any a Eurocurrency Borrowing denominated in an Alternative Currency (other than a Special Notice Currency), four Business Days before the date of the proposed Borrowing (or such shorter period of time as may be agreed to by the Administrative Agent and the Multicurrency Tranche Revolving LoanLenders), (ic) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any a Eurocurrency Borrowing denominated in a Special Notice Currency, five Business Days before the date of SOFR Benchmark Loans the proposed Borrowing (or such shorter period of time as may be agreed to be made by the Administrative Agent and the Multicurrency Tranche Revolving Lenders), and (d) on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day date of any Base Rate Borrowing (or such shorter period of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable may be agreed to by the Administrative AgentAgent and the Lenders); provided, however, provided that if the any Borrower wishes to request SOFR Benchmark Eurocurrency Rate Loans having an Interest Period of other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later at least one Business Day earlier than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agentthat otherwise provided in this Section 2.03(a), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not all of them. Not later than 12:00 p.m. 11:00 a.m., (i) three Business Days before the requested date of the relevant such Borrowing, conversion or continuationcontinuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period is available has been consented to by all the appropriate Lenders. If no election as to the Type of Each such Borrowing is specified, then the requested Borrowing Request shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowingirrevocable, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of except that a Borrowing Request in accordance with this Section or (y) in may be conditioned on the case occurrence of any SOFR Benchmark Borrowingsubsequent event (including a Permitted Acquisition or other Investment), no later than one Business Day following receipt in which case, such notice may be revoked by the applicable Borrower (by written notice to the Administrative Agent on or prior to the date of a such funding) if such event does not occur. Each such written Borrowing Request shall specify the following information in accordance compliance with this Section.Section 2.02:
Appears in 1 contract
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent of such request (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness which notice may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)telephone) not later than (a) in the case of any a Term Loan SOFR Borrowing, 1:00 p.m. three not later than 11:00 a.m., Local Time, two Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loana Base Rate Borrowing, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofnot later than 11:00 a.m., conversion to or continuation of SOFR Benchmark Loans (or Local Time, one Business Day in before the case date of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent)proposed Borrowing; provided, however, provided that if the Borrower wishes to request a Term SOFR Benchmark Loans Borrowing having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five 11:00 a.m. four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable Borrowing. Each telephonic notice shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent), conversion Agent of a written Borrowing Request signed by the Borrower. Each such notice and Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether such Borrowing is to be a Borrowing of Term B Loans or continuation, whereupon Other Term Loans; (ii) the Administrative Agent shall give prompt notice to the appropriate Lenders aggregate amount of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing which shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; (iii) the date of such Borrowing, then the Borrower which shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan a Business Day; (iv) whether such Borrowing is to be made as part of the relevant requested a Base Rate Borrowing or a Term SOFR Borrowing; (xv) in the case of any ABR a Term SOFR Borrowing, on the same Business Day initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of receipt the term “Interest Period”; and (vi) the location and number of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.Borrower’s account to which funds are to be disbursed. 41 #96555161v28
Appears in 1 contract
Samples: Credit Agreement (Altisource Portfolio Solutions S.A.)
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed request by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than telephone (a) in the case of any Term Loan a Eurodollar Borrowing, 1:00 p.m. not later than 3:00 p.m., New York City time, three (3) Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loana Federal Funds Rate Borrowing, not later than 4:00 p.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic communication in PDF format to xxxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx or facsimile to the Administrative Agent of a written Borrowing Request in the form attached hereto as Exhibit D or in another form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) 1:00 p.m. three the amount and Type of Loans to be borrowed, (ii) the date of such Borrowing, which shall be a Business Days prior to the requested day of any Borrowing ofDay, conversion to or continuation of SOFR Benchmark Loans (or one Business Day iii) in the case of any Borrowing Eurodollar Loans, the respective amounts of SOFR Benchmark Loans each such Type of Loan and the respective lengths of the initial Interest Period therefor and (iv) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. Any Loans made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Effective Date shall initially be Federal Funds Rate Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR a Federal Funds Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Requests for Borrowings. Each To request a Revolving Borrowing or Term Loan Borrowing, each Revolving Loan Borrowingthe applicable Borrower (or the Company on its behalf) shall submit a Borrowing Request, each conversion of Term Loans or Revolving Loans from one Type to the othersigned by its Senior Officer, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowinga LIBOR Borrowing denominated in US Dollars, 1:00 p.m. not later than 11:00 a.m., Local Time, three Business Days prior to before the requested day date of any the proposed Borrowing of(or, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any such LIBOR Borrowing of SOFR Benchmark Loans to be made occur on the Closing Date) (Effective Date or any [[3851767]] 50 LIBOR Term Borrowing, such later shorter period of time as is reasonably acceptable may be agreed to in writing by the Administrative Agent) and ), (b) in the case of any Revolving LoanLIBOR Borrowing denominated in an Alternative Currency or a CDOR Borrowing, (i) 1:00 p.m. three not later than 11:00 a.m., Local Time, four Business Days prior to before the requested day date of any the proposed Borrowing of(or, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any such Borrowing to occur on the Effective Date, such shorter period of SOFR Benchmark time as may be agreed to in writing by the Administrative Agent) or (c) in the case of an ABR Borrowing, not later than 11:00 a.m., Local Time, on the day of the proposed Borrowing. Each such Borrowing Request shall be irrevocable (except that the Borrowing Request for (x) Loans to be made borrowed on the Closing DateEffective Date may be conditioned on the occurrence of the Effective Date and (y) the Delayed Draw Term Loans may be conditioned on the consummation of the GET Acquisition) and shall specify the following information in compliance with Section 2.02: (i) the name of the applicable Borrower; (ii) 9:00 a.m. three Business Days prior to whether the requested day Borrowing is to be a Term Borrowing (specifying the Class thereof) or a Revolving Borrowing; (iii) the currency and principal amount of any such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) the Type of such Borrowing; (vi) in the case of a LIBOR Borrowing or a CDOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (vii) the location and number of the account of the applicable Borrower to which funds are to be disbursed (or conversion to ABR Loans such other account as may be designated by (other than Swingline Loansor by the Company on behalf of) (the applicable Borrower) or, in each case, such later time as is reasonably acceptable the case of any ABR Revolving Borrowing requested to finance the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having reimbursement of an Interest Period of other than one, three or six months in duration LC Disbursement as provided in Section 2.20(f), the definition identity of “Interest Period,” (A) the Issuing Bank that made such LC Disbursement. If no currency is specified with respect to any requested LIBOR Borrowing, then the applicable notice from the Borrower must shall be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior deemed to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lendershave selected US Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (A) in the case of a Borrowing denominated in US Dollars, an ABR Borrowing, (B) in the case of Borrowing denominated in an Alternative Currency (other than Canadian Dollars), a LIBOR Borrowing and (C) in the case of a Borrowing denominated in Canadian Dollars, a CDOR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBOR Borrowing or CDOR Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day Promptly following receipt of a Borrowing Request in accordance with this Section., the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the amount of such Xxxxxx’s Loan to be made as part of the requested Borrowing. [[3851767]]
Appears in 1 contract
Samples: Credit Agreement (Westinghouse Air Brake Technologies Corp)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the otherotheranother, and each continuation of SOFR LIBO Rate Loans or Term Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and andor Term Benchmark Loans, (ii) 9:00 1:00 p.m. on the requested date of any Borrowing of ABR Loans and (iii) 11:00 a.m. three five Business Days prior to the requested day of any Borrowing of or conversion to ABR RFR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. noon three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR LIBO Rate Borrowing or Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR LIBO Rate Borrowing, Term Benchmark Borrowing or RFR Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Eurodollar Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness)Agent. Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. (i) three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Eurodollar Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Eurodollar Rate Loans to be made on the Closing Date) and (ii) 9:00 11:00 a.m. three one Business Days Day prior to the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Eurodollar Rate Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent)Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them approved by each Lender and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to approved by each of the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Eurodollar Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section 2.03 or (y) in the case of any SOFR Benchmark Eurodollar Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this SectionSection 2.03.
Appears in 1 contract
Samples: Term Loan Agreement (Daseke, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of Adjusted Term SOFR Benchmark Rate Loans shall be made upon irrevocable notice by the a Borrower to the Administrative Agent (provided that notices in respect of Term Loan any Borrowings and/or (x) to be made on the Revolving Loan Borrowing Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, investment Investment or irrevocable repayment repayment, redemption or redemption refinancing of Indebtedness may be conditioned on the closing of such Permitted Acquisitionacquisition, permitted Investment or permitted irrevocable repayment repayment, redemption or redemption refinancing of such Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of Adjusted Term SOFR Benchmark Loans or any Borrowing of or conversion to ABR Rate Loans (or one Business Day in the case of any Borrowing of Adjusted Term SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Rate Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably shall be acceptable to the Administrative Agent); provided, however, that if the a Borrower wishes to request Adjusted Term SOFR Benchmark Rate Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Parent Borrower must be received by the Administrative Agent not later than 1:00 p.m. five 11:00 a.m. four Business Days prior to the requested date of the relevant Borrowing such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not later than 12:00 p.m. 10:00 a.m. three Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Borrowers whether or not the requested Interest Period is available has been consented to by all the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then the Borrower a Borrowing pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of a Borrower. Each such telephonic and written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.Section 2.02:
Appears in 1 contract
Samples: Lease I Agreement (Bowlero Corp.)
Requests for Borrowings. Each Term Loan (a) To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of request by telephone (a written “Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent Notice”) (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (aA) in the case of any Term Loan a Eurocurrency Borrowing, 1:00 p.m. not later than 11:00 a.m. (Central Time), three Business Days prior before the date of the proposed Borrowing, or (B) in the case of an Adjusted Base Rate Borrowing, not later than 11:00 a.m. (Central Time), one (1) Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Notice shall be irrevocable and shall be confirmed promptly by delivery to the requested day Administrative Agent of any a written Borrowing of, conversion to or continuation Notice in substantially the form of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day Exhibit J in the case of any Borrowing. Each such telephonic and written Borrowing Notice shall specify the following information in compliance with Section 2.7: (i) the Borrower requesting such Borrowing; (ii) the Type of SOFR Benchmark Loans to the requested Borrowing; (iii) the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be made on the Closing Date) a Business Day; (or such later time as is reasonably acceptable to the Administrative Agent) and (bv) in the case of any Revolving Loana Eurocurrency Borrowing, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans initial Interest Period to be made on the Closing Date) applicable thereto; and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (Avi) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date location and number of the relevant Borrowing (or such later time as is reasonably acceptable Borrower’s account to which funds are to be disbursed, which shall comply with the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders requirements of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate LendersSection 2.7. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Adjusted Base Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Promptly following receipt of a Borrowing Notice in accordance with this Section, the Administrative Agent shall advise each relevant Lender of the details thereof and of the amount of any such Lender’s Loan to be made as part of the relevant requested Borrowing. The Borrower shall also deliver together with each Borrowing Notice the compliance certificate required in Section 5.2 and otherwise comply with the conditions set forth in Section 5.2 for Borrowings. Not later than 11:00 a.m. (xCentral Time) on each Borrowing Date, each Lender shall make available its Loan or Loans, in funds immediately available at the Administrative Office. Administrative Agent will promptly make the funds so received from the Lenders available to the Borrower in the case of any ABR Borrowing, on account specified by the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) Borrower in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this SectionDisbursement Instruction Agreement.
Appears in 1 contract
Samples: Term Loan Agreement (First Industrial Realty Trust Inc)
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowing, each conversion the Borrower shall notify the Administrative Agent of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon such request (a) by irrevocable written notice (via a written Borrowing Request signed by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing promptly followed by telephonic confirmation of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (arequest) in the case of any Term Loan a Eurocurrency Borrowing, 1:00 p.m. not later than 11:00 a.m., New York City time, three (3) Business Days prior to the date of the requested day Borrowing (which shall include indemnification for break funding payments of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day the type required by Section 2.16 in the case of any the Borrowing of SOFR Benchmark Loans to be made requested on the Closing Effective Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) by telephone in the case of any Revolving Loanan ABR Borrowing, (i) 1:00 p.m. three Business Days prior not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i)the aggregate amount of the requested day Borrowing; (ii)the date of any such Borrowing, which shall be a Business Day; 23 (iii)whether such Borrowing of, conversion is to be an ABR Borrowing or continuation of SOFR Benchmark Loans a Eurocurrency Borrowing; (or one Business Day in iv)in the case of any Borrowing of SOFR Benchmark Loans a Eurocurrency Borrowing, the initial Interest Period to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (orapplicable thereto, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in which shall be a period contemplated by the definition of the term “Interest Period,” ”; and (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date v)the location and number of the relevant Borrowing (or such later time as is reasonably acceptable Borrower’s account to which funds are to be disbursed, which shall comply with the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders requirements of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate LendersSection 2.07. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. SECTION 2.04. [Intentionally Omitted]. SECTION 2.05. [Intentionally Omitted]. SECTION 2.06. [Intentionally Omitted]. SECTION 2.07.
Appears in 1 contract
Samples: Asset Purchase Agreement
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (( provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to 1:00 p.m. on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. noon three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)
Requests for Borrowings. (a) Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of Adjusted Eurocurrency Rate Term SOFR Benchmark Loans shall be made upon irrevocable written notice by the Borrower to the Administrative Agent by delivery of a Borrowing Request (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 2:00 p.m. three Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR continuation of Adjusted Eurocurrency Rate Term SOFR Loans (or one Business Day in the case of any Adjusted Eurocurrency Rate Term SOFR Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable any conversion of ABR Loans to the Administrative Agent) Adjusted Eurocurrency Rate Term SOFR Loans and (bii) in the case of any Revolving Loan, (i) 1:00 2:00 p.m. three one Business Days Day prior to the requested day date of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of for or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); providedprovided that, however, that if the Borrower wishes to request Adjusted Eurocurrency Rate Term SOFR Benchmark Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 2:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to and has been approved by the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan Lenders (such approval not to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section unreasonably withheld or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Sectiondelayed).
Appears in 1 contract
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the otheranother, and each continuation of SOFR LIBO Rate Loans or Term Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such 66 Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and or Term Benchmark Loans, (ii) 9:00 1:00 p.m. on the requested date of any Borrowing of ABR Loans and (iii) 11:00 a.m. three five Business Days prior to the requested day of any Borrowing of or conversion to ABR RFR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. noon three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR LIBO Rate Borrowing or Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR LIBO Rate Borrowing, Term Benchmark Borrowing or RFR Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)
Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than request electronically (a) in the case of any Term Loan a Eurocurrency Borrowing, 1:00 p.m. not later than 12:00 noon, Local Time, three Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loanan ABR Borrowing, not later than 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided, that, (i) 1:00 p.m. three Business Days prior to the requested day of any request a Eurocurrency Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any ABR Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three , the Borrower shall notify the Administrative Agent of such request by telephone not later than 5:00 p.m., Local Time, one Business Days Day prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing Closing Date (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt may agree), (ii) any such notice of an ABR Revolving Facility Borrowing to finance the appropriate Lenders reimbursement of such request and determine whether the requested Interest Period is available to them and (Ban L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 p.m. three Business Days before noon, Local Time, on the requested date of the relevant Borrowing, conversion proposed Borrowing and (iii) any such notice of an Incremental Revolving Borrowing or continuation, Incremental Term Borrowing may be given at such time as provided in the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lendersapplicable Incremental Assumption Agreement. If no election as to the Type of Each such telephonic Borrowing is specified, then the requested Borrowing Request shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing irrevocable (x) other than in the case of any ABR Borrowingnotice given in respect of the Closing Date, on which may be conditioned upon the same Business Day consummation of receipt of a Borrowing Request in accordance with this Section or (y) the Merger or, in the case of any SOFR Benchmark Borrowingnotice given in respect of Incremental Commitments, no later than one Business Day following receipt which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in accordance compliance with this Section.Section 2.02:
Appears in 1 contract
Samples: First Lien Credit Agreement (Rackspace Technology, Inc.)
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowingthe Borrower shall notify the Administrative Agent of such request either in writing (delivered by hand, each conversion of Term Loans fax or Revolving Loans from one Type to through Electronic System) in the other, form attached hereto as Exhibit B-1 and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice signed by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisitionor by telephone, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received if arrangements for doing so have been approved by the Administrative Agent Agent, (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (aa)(i) in the case of any Term Loan a EurodollarTerm Benchmark Borrowing, not later than 1:00 p.m. p.m10:00 a.m., New York time, three U.S. Government Securities Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day ii) in the case of any an RFR Borrowing, not later than 10:00 a.m., Chicago time, five U.S. Government Securities Business Days before the date of the proposed Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of an ABR Borrowing, not later than 1:00 p.m.noon, New York time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving LoanBorrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m9:00 a.m., New York time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, fax or a communication through Electronic System to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01: (i) 1:00 p.m. three Business Days prior to the Class of Borrowing, the aggregate amount of the requested day Borrowing, and a breakdown of any the separate wires comprising such Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing ofis to be an ABR Borrowing or, conversion to a EurodollarTerm Benchmark Borrowing or continuation of SOFR Benchmark Loans an RFR Borrowing; and (or one Business Day iv) in the case of any Borrowing of SOFR a EurodollarTerm Benchmark Loans Borrowing, the initial Interest Period to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (orapplicable thereto, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in which shall be a period contemplated by the definition of the term “Interest Period,.” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR EurodollarTerm Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Xxxxxx’s Loan to be made as part of the requested Borrowing. SECTION 2.04. [Reserved] SECTION 2.05.
Appears in 1 contract
Samples: Credit Agreement (CompoSecure, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO RateTerm SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness)Agent. Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 12:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO RateTerm SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of LIBO RateTerm SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 except in the case of any Swingline Loan, 10:00 a.m. three on the Business Days prior to Day of the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent) (provided that with respect to any notice requesting a Revolving Borrowing pursuant to this clause (ii) that is not received prior to 10:00 a.m. on the Business Day prior to the requested date of such Revolving Borrowing, the aggregate principal amount of such Revolving Borrowing shall not exceed $10,000,000); provided, however, that if the Borrower wishes to request LIBO RateTerm SOFR Benchmark Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 12:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent)Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified Each written notice with respect to any requested SOFR Benchmark Borrowing, then a Borrowing by the Borrower pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent shall advise each Lender in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrower. Each such written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Eurodollar Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness)Agent. Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. (i) three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Eurodollar Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Eurodollar Rate Loans to be made on the Closing Date) and (ii) 9:00 11:00 a.m. three one Business Days Day prior to the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Eurodollar Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent)Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them approved by each Lender and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to approved by each of the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Eurodollar Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section 2.03 or (y) in the case of any SOFR Benchmark Eurodollar Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this SectionSection 2.03.
Appears in 1 contract
Samples: Term Loan Agreement (Concrete Pumping Holdings, Inc.)
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to Representative shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be request in the writing in a form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received approved by the Administrative Agent (and signed by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) the Borrower Representative not later than (a) in the case of any a Term Loan SOFR Borrowing, 1:00 p.m. p.m., New York time, three (3) U.S. Government Securities Business Days prior to before the requested day date of any the proposed Borrowing of(or, conversion to or continuation in respect of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or FILO Loans, such later time shorter period as is reasonably acceptable to the Administrative AgentAgent may agree) and or (b) in the case of an ABR Borrowing (other than a Swingline Borrowing), 1:00 p.m., New York time, on the date of the proposed Borrowing; provided that any Revolving Loansuch notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York time, on the date of such proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile, or emailed pdf to the Administrative Agent of a written Borrowing Request signed by the Borrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) 1:00 p.m. three Business Days prior to the name of the applicable Borrower(s) and whether such Borrowing is a U.S. Borrowing or Canadian Borrowing; (ii) the aggregate amount of the requested day Borrowing and a breakdown of any Borrowing ofthe separate wires comprising such Borrowing; (iii) the date of such Borrowing, conversion to or continuation which shall be a Business Day; (iv) the Type of SOFR Benchmark Loans such Borrowing; and (or one Business Day v) in the case of any Borrowing of a Term SOFR Benchmark Loans Borrowing, the initial Interest Period to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (orapplicable thereto, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in which shall be a period contemplated by the definition of the term “Interest Period,.” (A) Any Borrowing Request that shall fail to specify any of the applicable notice from information required by the Borrower must preceding provisions of this paragraph may be received rejected by the Administrative Agent if such failure is not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon corrected promptly after the Administrative Agent shall give prompt written or telephonic notice thereof to the appropriate Lenders Borrower Representative and, if so rejected, will be of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion no force or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenderseffect. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day Promptly following receipt of a Borrowing Request in accordance with this Section., the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Xxxxxx’s Loan to be made as part of the requested Borrowing. SECTION 2.04
Appears in 1 contract
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of Term SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that that, subject to Section 2.16, notices in respect of Term Loan Borrowings and/or (x) to be made on the Revolving Loan Borrowing Closing Date may be conditioned on the completion of the IPO and (y) to be made in connection with any acquisition, investment Investment or irrevocable repayment repayment, redemption or redemption refinancing of Indebtedness may be conditioned on the closing of such Permitted Acquisitionacquisition, permitted Investment or permitted irrevocable repayment repayment, redemption or redemption refinancing of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of Term SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark conversion to ABR Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to 12:00 p.m. on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is shall be reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request Term SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not later than 12:00 p.m. 11:00 a.m. three Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available has been consented to by all the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then a Borrowing by the Borrower pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent shall advise each Lender in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrower. Each such written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan the Borrower shall notify the Administrative Agent of such request by telephone (a) (i) in the case of a Eurodollar Term Benchmark Borrowing, each conversion not later than 12:00 noon, Dallas, Texas time, three Business Days before the date of Term Loans the proposed Borrowing or Revolving Loans from (ii) in the case of an RFR Borrowing, not later than 12:00 noon, Dallas, Texas time, five Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, Dallas, Texas time, one Type to Business Day before the other, and each continuation date of SOFR Benchmark Loans the proposed Borrowing; provided that no such notice shall be made upon required for any deemed request of an ABR Borrowing to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e). Each such telephonic Borrowing Request shall be irrevocable notice and shall be confirmed promptly by the Borrower hand delivery, facsimile or electronic communication to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the Borrower Borrower. Each such telephonic and must written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be received by the Administrative Agent a Business Day; (by hand deliveryiii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar , fax a Term Benchmark Borrowing or other electronic transmission an RFR Borrowing; (including “.pdf” or “.tif”)) not later than (aiv) in the case of any a Eurodollar Term Loan Benchmark Borrowing, 1:00 p.m. three Business Days prior the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (v) the amount of the then effective Borrowing Base, the amount of the then effective Aggregate Elected Commitment Amounts, the current total Revolving Credit Exposures (without regard to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative AgentBorrowing) and the pro forma total Revolving Credit Exposures (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior giving effect to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans Borrowing); (or one Business Day in vi) the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and Consolidated Cash Balance (ii) 9:00 a.m. three Business Days prior without regard to the requested day of any Borrowing of or conversion to ABR Loans Borrowing) and the pro forma Consolidated Cash Balance (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior giving effect to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative AgentBorrowing), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.; and
Appears in 1 contract
Samples: Credit Agreement (Berry Corp (Bry))
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness)Agent. Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 11:00 a.m. (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) or (or such later time as is reasonably acceptable to the Administrative Agentii) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to on the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case date of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five 11:00 a.m. four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent)Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not later than 12:00 p.m. 10:00 a.m. three Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then a Borrowing by the Borrower pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent shall advise each Lender in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the details Borrower. Each such telephonic and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Requests for Borrowings. Each To request a Revolving Borrowing or a Tranche B Incremental Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans relevant Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed request by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than telephone (a) in the case of any Term Loan a Eurocurrency Borrowing, 1:00 p.m. not later than 11:00 a.m., New York City time (or if the request is delivered in London, 11:00 a.m., London time), three Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Domestic Revolving LoanBorrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.5(e) may be given not later than 10:00 a.m., (i) 1:00 p.m. New York City time, on the date of the proposed Borrowing; provided further that the Tranche B Incremental Term Loans made on the Amendment/Restatement Effective Date shall initially be ABR Loans but may, at the option of the Parent Borrower, be converted on the date that is three Business Days prior after the Amendment/Restatement Effective Date from ABR Loans to Eurocurrency Loans having an initial Interest Period ending on September 30, 2003. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery to the requested day Administrative Agent of any a written Borrowing ofRequest in a form approved by the Administrative Agent and (x) signed by the Parent Borrower and, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each caseBorrowings by a Foreign Subsidiary Borrower, such later time Foreign Subsidiary Borrower or (y) in the case of Borrowings by a Foreign Subsidiary Borrower, signed by the Parent Borrower or such Foreign Subsidiary Borrower, as is reasonably acceptable specified by the Parent Borrower by prior written notice to the Administrative Agent. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.2: (i) the Borrower requesting such Borrowing (and be signed on behalf of such Borrower); provided(ii) the Class and Type of the requested Borrowing; (iii) the aggregate amount of such Borrowing; (iv) the date of such Borrowing, howeverwhich shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, that if the Borrower wishes to request SOFR Benchmark Loans having an initial Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” to be applicable thereto; (Avi) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date location and number of the relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.6; and (vii) the currency of such Borrowing (which shall be in Dollars in the case of Tranche A Term Loans, Domestic Revolving Loans and Swingline Loans, and otherwise shall be in Dollars or such later time a Qualified Global Currency). If no election as is reasonably acceptable to the Administrative Agent)currency of a Global Revolving Borrowing is specified in any such notice, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether then the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent Borrowing shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lendersbe denominated in Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR BorrowingBorrowing if denominated in Dollars or a Eurocurrency Borrowing if denominated in a Qualified Global Currency. If no Interest Period is specified with respect to any requested SOFR Benchmark Eurocurrency Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each relevant Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
Requests for Borrowings. Each To request a Revolving Borrowing or Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the First Lien Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed request by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than telephone (a) in the case of any Term Loan a EurodollarTerm Benchmark Borrowing or RFR Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofnot later than 2:00 p.m., conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans Xxx Xxxx Xxxx xxxx (or one Business Day xx Xxxxxx, Xxxxxxx time in the case of any EurodollarTerm Benchmark Revolving Borrowing or RFR Borrowing in an Alternative Currency (other than Canadian Dollars)), three (3) Business Days before the date of SOFR the proposed Borrowing (or, in the case of (x) any EurodollarTerm Benchmark Loans Borrowing or RFR Borrowing to be made on the Closing DateEffective Date or (y) any Term Benchmark Borrowing of Bridge Loans, one (1) Business Day) or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loanan ABR Borrowing, not later than 10:00 a.m., New York City time, on the Business Day prior to the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the First Lien Administrative Agent of a written Borrowing Request signed by the Borrower substantially in the form of Exhibit Q. Each such telephonic and written Borrowing Request shall specify the following information: (i) 1:00 p.m. three Business Days prior to whether the requested day Borrowing is to be a Revolving Borrowing, a Term Borrowing or a Borrowing of any other Class (specifying the Class thereof); (ii) the aggregate amount of such Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iv) whether such Borrowing ofis to be an ABR Borrowing or a Eurodollar, conversion a Term Benchmark Borrowing or a RFR Borrowing; (v) in the case of a Eurodollar Borrowing or RFRTerm Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (vi) the location and number of the Borrower’s account or continuation accounts to which funds are to be disbursed, which shall comply with the requirements of SOFR Benchmark Loans (or one Business Day Section 2.06, or, in the case of any ABR Revolving Borrowing or Swingline Loan requested to finance the reimbursement of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration LC Disbursement as provided in Section 2.05(f), the definition identity of “Interest Period,” the Issuing Bank that made such LC Disbursement; (Avii) that as of the applicable notice from date of such Borrowing, the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior conditions set forth in Sections 4.02are satisfied, to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them extent applicable; and (Bviii) not later than 12:00 p.m. three Business Days before in the requested date case of the relevant a Revolving Borrowing, conversion the currency in which such Borrowing is to be denominated and, if such Borrowing is to be denominated in Canadian Dollars, whether such Borrowing is of both Classes of Revolving Loans or continuation, only the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate LendersRevolving Loans. If no election as to the Type of Borrowing is specifiedspecified as to any requested Borrowing in Dollars or Canadian Dollars, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Eurodollar Borrowing or RFRTerm Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent If no currency is specified with respect to any requested EurodollarTerm Benchmark Borrowing of Revolving Loans, then the Borrower shall advise each Lender of be deemed to have requested that the details and amount of any Loan to Borrowing be made as part of the relevant requested Borrowing (x) denominated in the case of any ABR Borrowing, on the same Business Day of Dollars. Promptly following receipt of a Borrowing Request in accordance with this Section or (y) in 2.03, the case First Lien Administrative Agent shall advise each Lender of any SOFR Benchmark the applicable Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.. -68- [EMEA_ACTIVE 302040156_13]
Appears in 1 contract
Samples: Credit Agreement (LivaNova PLC)
Requests for Borrowings. (a) Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, other and each continuation of Adjusted Eurocurrency Rate Loans or Adjusted Term SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness)Agent. Each such notice is irrevocable and must be in the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed by delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Adjusted Eurocurrency Rate Loans (or one Business Day in the case of any Term Borrowing of SOFR Benchmark Loans that is an Adjusted Eurocurrency Rate Borrowing to be made on the Closing Date) and or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans and, (ii) 9:00 a.m. 1:00 p.m. three U.S. Government Securities Business Days prior to the requested day of any Borrowing or continuation of Adjusted Term SOFR Loans or any conversion of ABR Loans to Adjusted Term SOFR Loans and (iii) 2:00 p.m. one Business Day prior to the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request Adjusted Eurocurrency Rate Loans or Adjusted Term SOFR Benchmark Loans having an Interest Period of other than oneone (1), two (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four (4) Business Days prior to the requested date of the relevant Borrowing Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: First Lien Credit Agreement (Waystar Holding Corp.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Request; provided that any telephonic notice must be promptly confirmed in writing by delivery to the Administrative Agent of a Borrowing Request (provided that notices in respect of any Term Loan Borrowings Borrowing and/or the any Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed by delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 11:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Requests for Borrowings. (a) Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, other and each continuation of Adjusted Eurocurrency Rate Loans or Adjusted Term SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness)Agent. Each such notice is irrevocable and must be in the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed by delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Adjusted Eurocurrency Rate Loans (or one Business Day in the case of any Term Borrowing of SOFR Benchmark Loans that is an Adjusted Eurocurrency Rate Borrowing to be made on the Closing Date) and or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans, (ii) 9:00 a.m. 1:00 p.m. three U.S. Government Securities Business Days prior to the requested day of any Borrowing or continuation of Adjusted Term SOFR Loans or any conversion of ABR Loans to Adjusted Term SOFR Loans and (iii) 2:00 p.m. one Business Day prior to the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request Adjusted Eurocurrency Rate Loans or Adjusted Term SOFR Benchmark Loans having an Interest Period of other than oneone (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four (4) Business Days prior to the requested date of the relevant Borrowing Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: First Lien Credit Agreement (Waystar Holding Corp.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to 1:00 p.m. on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. noon three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted request either in writing by delivery of an irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent Request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than signed by a Responsible Officer of the Borrower (a) in the case of any Term Loan a LIBO Rate Borrowing, 1:00 p.m. not later than 12:00 noon, three Business Days prior to the requested day of any Borrowing of(or, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any a LIBO Rate Borrowing of SOFR Benchmark Loans to be made on the Closing Date, one Business Day) (before the date of the proposed Borrowing or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loanan ABR Borrowing, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofnot later than 12:00 noon, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to date of the requested day of any proposed Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) , the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five 12:00 noon four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent)Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not them. Not later than 12:00 p.m. 10:00 a.m. three Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available has been consented to the by all appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Each such written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.01:
Appears in 1 contract
Samples: Assignment and Assumption (Interline Brands, Inc./De)
Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than request electronically (a) in the case of any Term Loan a Eurocurrency Borrowing, 1:00 p.m. not later than 12:00 noon, Local Time, three Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loanan ABR Borrowing, (i) 1:00 p.m. three Business Days prior to not later than 10:00 a.m. Local Time, on the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in of the case of any proposed Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time shorter period as is reasonably acceptable to the Administrative AgentAgent may agree); provided, howeverthat, that if (i) to request a Eurocurrency Borrowing or ABR Borrowing on the Closing Date, the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by shall notify the Administrative Agent of such request electronically not later than 1:00 p.m. five 12:00 p.m., Local Time, one Business Days Day prior to the requested date of the relevant Borrowing Closing Date (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt may agree), (ii) any such notice of an ABR Revolving Facility Borrowing to finance the appropriate Lenders reimbursement of such request and determine whether the requested Interest Period is available to them and (Ban L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 p.m. three Business Days before noon, Local Time, on the requested date of the relevant Borrowing, conversion proposed Borrowing and (iii) any such notice of an Incremental Revolving Borrowing or continuation, Incremental Term Borrowing may be given at such time as provided in the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lendersapplicable Incremental Assumption Agreement. If no election as to the Type of Each such electronic Borrowing is specified, then the requested Borrowing Request shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing irrevocable (x) other than in the case of any ABR Borrowingnotice given in respect of the Closing Date or, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowingnotice given in respect of Incremental Commitments, no later than one Business Day following receipt which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such electronic and written Borrowing Request shall specify the following information in accordance compliance with this Section.Section 2.02:
Appears in 1 contract
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan any Borrowings and/or (x) to be made on the Revolving Loan Borrowing Closing Date may be conditioned on the closing of the Transactions and (y) to be made in connection with any acquisition, investment Investment or irrevocable repayment repayment, redemption or redemption refinancing of Indebtedness may be conditioned on the closing of such Permitted Acquisitionacquisition, permitted Investment or permitted irrevocable repayment repayment, redemption or redemption refinancing of such Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five 11:00 a.m. four Business Days prior to the requested date of the relevant Borrowing such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not later than 12:00 p.m. 10:00 a.m. three Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available has been consented to by all the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then a Borrowing by the Borrower pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent shall advise each Lender in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the details Borrower. Each such telephonic and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans or Term SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the Closing Date and (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and immediately confirmed by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three 11:00 a.m. two (2) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of Term SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day denominated in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving LoanDollars, (iii) 1:00 p.m. three 11:00 a.m. four (4) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans or RFR Loans denominated in a Revolving Alternative Currency and (or one Business Day in iii) 11:00 a.m. on the case requested date of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans or Term SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five 11:00 a.m. four (4) Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall promptly notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (x) with respect to a Loan in Dollars, an ABR Loan, (y) with respect to a Loan in any Revolving Alternative Currency other than British Pounds Sterling, a Relevant Rate Loan Borrowing or LIBO Rate Borrowing, as applicable, with a one month Interest Period and (z) with respect to a Loan in British Pounds Sterling, an RFR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing or Relevant Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no election as to the currency of the requested Borrowing is specified, then the Borrower shall be deemed to have selected a Borrowing in Dollars. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any LIBO Rate Borrowing, Term SOFR Benchmark BorrowingBorrowing or RFR Loan, no later than one Business Day following receipt of a Borrowing Request in accordance with this SectionSection 2.03.
Appears in 1 contract
Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.)
Requests for Borrowings. Each Term Loan (a) To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent of such request (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness which may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent telephone) (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan a SOFR Borrowing, 1:00 not later than 12:00 p.m. three U.S. Government Securities Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 10:00 a.m. on the date of the proposed Borrowing; provided that (A) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m. on the date of the proposed Borrowing, (B) any such notice of a Borrowing to be made under an Incremental Facility Amendment or a Refinancing Amendment may be given no later than such later time as shall be specified therefor in the applicable Incremental Facility Amendment or Refinancing Amendment, (C) any such notice of a Borrowing to be made on the Closing Date may be given no later 12:00 p.m. two Business Days before the Closing Date and (D) any such notice of a Borrowing of Delayed Draw Term Loans must be given no later than 12:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing proposed Delayed Draw Funding Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, howeverfurther, that if the Borrower wishes to request SOFR Benchmark Loans having an any Interest Period that requires the consent of other than one, three or six months in duration as provided in all relevant affected Lenders pursuant to the definition of “Interest Period,” (A) the applicable is requested, notice from the Borrower must shall be received by the Administrative Agent delivered not later than 1:00 12:00 p.m. five four Business Days prior to before the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuationproposed Borrowing, whereupon the Administrative Agent shall give prompt notice to the appropriate affected Lenders of such request and determine whether the requested Interest Period is available acceptable to them all of them, and (B) not later than 12:00 p.m. three Business Days before prior to the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is available has been consented to by all the affected Lenders. Each such telephonic Borrowing Request shall be, except as may otherwise be specified therefor in the applicable Incremental Facility Amendment or Refinancing Amendment, irrevocable and shall be confirmed promptly by a written Borrowing Request signed by the Borrower and delivered to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this SectionAgent.
Appears in 1 contract
Samples: Credit Agreement (Cano Health, Inc.)
Requests for Borrowings. Each Borrowing in respect of the Term Loan BorrowingFacility, each Borrowing in respect of any Additional Revolving Loan BorrowingFacility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Parent Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness)Agent. Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) or (or such later time as is reasonably acceptable to the Administrative Agentii) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to on the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case date of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably shall be acceptable to the Administrative Agent); provided, however, that if the Parent Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Parent Borrower must be received by the Administrative Agent not later than 1:00 12:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent)Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate relevant Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of by all the relevant Borrowing, conversion Lenders. Each written notice (or continuation, confirmation of telephonic notice) with respect to a Borrowing by the Borrowers pursuant to this Section 2.03 shall be delivered to the Administrative Agent shall notify in the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type form of a written Borrowing is specifiedRequest, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender appropriately completed and signed by a Responsible Officer of the details Parent Borrower. Each such telephonic and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowing, each conversion the Borrower shall notify the Administrative Agent of Term Loans such request by telephone or Revolving Loans from one Type to by written Borrowing Request in substantially the other, form of Exhibit B and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice signed by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a “written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than ): (a) in the case of any Term Loan a Eurodollar Borrowing, not later than 1:00 p.m. p.m., New York, New York time, three (3) Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to shorter period agreed by each Lender of such Eurodollar Borrowing and the Administrative Agent) and or (b) in the case of any Revolving Loanan ABR Borrowing, not later than 11:00 a.m., New York, New York time, on the date of the proposed Borrowing (i) 1:00 p.m. three Business Days prior or such shorter period agreed by each Lender of such ABR Borrowing and the Administrative Agent). The Borrowing Request shall be irrevocable and if telephonic, such Borrowing Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request. The Borrowing Request shall specify the following information in compliance with Section 2.02: the applicable Class of the requested day Borrowing; the aggregate amount of any the requested Borrowing; the date of such Borrowing, which shall be a Business Day; whether such Borrowing of, conversion is to be an ABR Borrowing or continuation of SOFR Benchmark Loans (or one Business Day a Eurodollar Borrowing; in the case of any Borrowing of SOFR Benchmark Loans a Eurodollar Borrowing, the initial Interest Period to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (orapplicable thereto, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in which shall be a period contemplated by the definition of the term “Interest Period,” (A) ”; and the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date location and number of the relevant Borrowing (or such later time as is reasonably acceptable Borrower’s account to which the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders proceeds of such request and determine whether Borrowing are to be disbursed, which shall comply with the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date requirements of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate LendersSection 2.05. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Promptly following receipt of the Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of any such Lender’s Loan of the relevant Class to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
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Requests for Borrowings. Each Term Loan (a) To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent of such request (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness which may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent telephone) (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan a Eurodollar Borrowing, 1:00 not later than 12:00 p.m. three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 10:00 a.m. on the date of the proposed Borrowing; provided that (A) any such notice of a Borrowing to be made on the Closing Date may be given no later 12:00 p.m. two Business Days before the Closing Date and (B) any such notice of a Borrowing of Delayed Draw Bridge Loans must be given no later than 12:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing proposed Delayed Draw Funding Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, howeverfurther, that if the Borrower wishes to request SOFR Benchmark Loans having an any Interest Period that requires the consent of other than one, three or six months in duration as provided in all relevant affected Lenders pursuant to the definition of “Interest Period,” (A) the applicable is requested, notice from the Borrower must shall be received by the Administrative Agent delivered not later than 1:00 12:00 p.m. five four Business Days prior to before the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuationproposed Borrowing, whereupon the Administrative Agent shall give prompt notice to the appropriate affected Lenders of such request and determine whether the requested Interest Period is available acceptable to them all of them, and (B) not later than 12:00 p.m. three Business Days before prior to the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is available has been consented to by all the affected Lenders. Each such telephonic Borrowing Request shall be, except as may otherwise be specified therefor in the applicable Incremental Facility Amendment or Refinancing Amendment, irrevocable and shall be confirmed promptly by a written Borrowing Request signed by the Borrower and delivered to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this SectionAgent.
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Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of Adjusted Term SOFR Benchmark Rate Loans shall be made upon irrevocable notice by the a Borrower to the Administrative Agent (provided that notices in respect of Term Loan any Borrowings and/or (x) to be made on the Revolving Loan Borrowing Closing Date may be conditioned on the closing of the Transactions and (y) to be made in connection with any acquisition, investment Investment or irrevocable repayment repayment, redemption or redemption refinancing of Indebtedness may be conditioned on the closing of such Permitted Acquisitionacquisition, permitted Investment or permitted irrevocable repayment repayment, redemption or redemption refinancing of such Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of Adjusted Term SOFR Benchmark Loans or any Borrowing of or conversion to ABR Rate Loans (or one Business Day in the case of any Borrowing of Adjusted Term SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Rate Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is shall be reasonably acceptable to the Administrative Agent); provided, however, that if the a Borrower wishes to request Adjusted Term SOFR Benchmark Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Parent Borrower must be received by the Administrative Agent not later than 1:00 12:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. 10:00 a.m. three Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Borrowers whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then the Borrower a Borrowing pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of a Borrower. Each such telephonic and written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.Section 2.02:
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Samples: Credit Agreement (Ryman Hospitality Properties, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO RateTerm SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices any notice in respect of any Term Loan Borrowings Borrowing and/or the any Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the occurrence of the Closing Date, (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of IndebtednessIndebtedness or (z) for any other purpose to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed), may be conditioned on the occurrence of the relevant event). Each such notice must be in the form of a written Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 12:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of Date)Term SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 10:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO RateTerm SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration or such shorter period as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 12:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request, (B) the relevant requested Interest Period is shall be deemed to be available to them each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is not available to such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (BC) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO RateTerm SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any LIBO RateTerm SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
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Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than request electronically (a) in the case of any Term Loan a Eurocurrency Borrowing, 1:00 p.m. not later than 12:00 noon, Local Time, three Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loanan ABR Borrowing, not later than 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided, that, (i) 1:00 p.m. three any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, Local Time, on the date of the proposed Borrowing, (ii) to request a Borrowing on the November 2017 Effective Date, the Borrower shall notify the Administrative Agent of such request by telephone no later than 5:00 p.m., Local Time, two Business Days prior to the requested day November 2017 Effective Date, (iii) to request a Borrowing on the 2020 Effective Date, the Borrower shall notify the Administrative Agent of any Borrowing ofsuch request in writing not later than 12:00 noon, conversion to or continuation of SOFR Benchmark Loans (or Local Time, one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing 2020 Effective Date (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them may agree) and (Biv) not later than 12:00 p.m. three Business Days before any such notice of an Incremental Revolving Borrowing or Incremental Term Borrowing may be given at such time as provided in the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lendersapplicable Incremental Assumption Agreement. If no election as to the Type of Each such telephonic Borrowing is specified, then the requested Borrowing Request shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing irrevocable (x) other than in the case of any ABR Borrowingnotice given in respect of the Closing Date, on which may be conditioned upon the same Business Day consummation of receipt of a Borrowing Request in accordance with this Section or (y) the Merger or, in the case of any SOFR Benchmark Borrowingnotice given in respect of Incremental Commitments, no later than one Business Day following receipt which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in accordance compliance with this Section.Section 2.02:
Appears in 1 contract
Samples: Incremental Assumption Agreement (Rackspace Technology, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness)Agent. Each such notice must be in in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) or by telephone (and promptly confirmed by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower)) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 11:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
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Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO RateTerm SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that that, subject to Section 2.16, notices in respect of Term Loan Borrowings and/or (x) to be made on the Revolving Loan Borrowing Closing Date may be conditioned on the completion of the IPO and (y) to be made in connection with any acquisition, investment Investment or irrevocable repayment repayment, redemption or redemption refinancing of Indebtedness may be conditioned on the closing of such Permitted Acquisitionacquisition, permitted Investment or permitted irrevocable repayment repayment, redemption or redemption refinancing of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO RateTerm SOFR Benchmark Loans or conversion to ABR Loans (or 11:00 a.m. one Business Day prior in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to 12:00 p.m. on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is shall be reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO RateTerm SOFR Benchmark Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not later than 12:00 p.m. 11:00 a.m. three Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available has been consented to by all the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then a Borrowing by the Borrower pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent shall advise each Lender in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrower. Each such written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
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Requests for Borrowings. Each Borrowing of Term Loan BorrowingLoans, each Borrowing of Revolving Loan BorrowingLoans, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the applicable Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness)Agent. Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m., Local Time, (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans or any Borrowing of or conversion to ABR Loans denominated in Dollars (or one Business Day in the case of any Borrowing of SOFR Benchmark (a) LIBO Rate InitialOriginal Term Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) Date and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Initial Euro Term Loans to be made on the Closing First Amendment Effective Date) and ), (ii) 9:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) denominated in Dollars, or (iii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Loans (including Swingline Loans) denominated in an Alternative Currency (or, in each casethe case of clause (iii), such later time as is reasonably shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower must be received by the Administrative Agent not later than 1:00 p.m. five 12:00 p.m., Local Time, one Business Days Day prior to the requested date of the relevant Borrowing (or for such later time as is reasonably acceptable to the Administrative Agent)Borrowing, conversion or continuationcontinuation required pursuant to clause (i) or (iii) above, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not later than 12:00 p.m. three 10:00 a.m. on the next Business Days before the requested date of the relevant Borrowing, conversion or continuationDay, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period is available to has been consented by all the appropriate Lenders. If no election as Lenders (it being acknowledged and agreed that the failure of any Lender to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect respond to any requested SOFR Benchmark Borrowing, then such request within the Borrower time period provided by clause (A) above shall be deemed to have selected an Interest Period be a rejection by such Lender of one month’s durationsuch request). The Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent shall advise each Lender in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the details applicable Borrower. Each such telephonic and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Samples: Credit Agreement (Indivior PLC)
Requests for Borrowings. Each Term Loan (a) To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of request by telephone (a written “Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent Notice”) (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (aA) in the case of any a Term Loan SOFR Borrowing, 1:00 p.m. not later than 11:00 a.m. (Central Time), three (3) Business Days prior before the date of the proposed Borrowing, or (B) in the case of a Base Rate Borrowing or Adjusted Daily Simple SOFR Borrowing, not later than 11:00 a.m. (Central Time), one (1) Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Notice shall be irrevocable and, if requested by the Administrative Agent, shall be confirmed promptly by delivery to the requested day Administrative Agent of any a written Borrowing of, conversion to or continuation Notice in substantially the form of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day Exhibit J in the case of any Borrowing. Each such telephonic and written Borrowing Notice shall specify the following information in compliance with Section 2.7: (i) the Borrower requesting such Borrowing; (ii) the Type of SOFR Benchmark Loans to the requested Borrowing; (iii) the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be made on the Closing Date) a Business Day; (or such later time as is reasonably acceptable to the Administrative Agent) and (bv) in the case of any Revolving Loana Term SOFR Borrowing, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans initial Interest Period to be made on the Closing Date) applicable thereto; and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (Avi) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date location and number of the relevant Borrowing (or such later time as is reasonably acceptable Borrower’s account to which funds are to be disbursed, which shall comply with the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders requirements of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate LendersSection 2.7. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Term SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Promptly following receipt of a Borrowing Notice in accordance with this Section 2.7(a), the Administrative Agent shall advise each relevant Lender of the details thereof and of the amount of any such Lender’s Loan to be made as part of the relevant requested Borrowing. The Borrower shall also deliver together with each Borrowing Notice the compliance certificate required in Section 5.2 and otherwise comply with the conditions set forth in Section 5.2 for Borrowings. Not later than 11:00 a.m. (xCentral Time) on each Borrowing Date, each Lender shall make available its Loan or Loans, in funds immediately available at the Administrative Office. Administrative Agent will promptly make the funds so received from the Lenders available to the Borrower in the case of any ABR Borrowing, on account specified by the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) Borrower in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this SectionDisbursement Instruction Agreement.
Appears in 1 contract
Samples: Unsecured Term Loan Agreement (First Industrial Lp)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of Adjusted Term SOFR Benchmark Rate Loans shall be made upon irrevocable notice by the a Borrower to the Administrative Agent (provided that notices in respect of Term Loan any Borrowings and/or (x) to be made on the Revolving Loan Borrowing Closing Date may be conditioned on the closing of the Transactions and (y) to be made in connection with any acquisition, investment Investment or irrevocable repayment repayment, redemption or redemption refinancing of Indebtedness may be conditioned on the closing of such Permitted Acquisitionacquisition, permitted Investment or permitted irrevocable repayment repayment, redemption or redemption refinancing of such Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of Adjusted Term SOFR Benchmark Loans or any Borrowing of or conversion to ABR Rate Loans (or one Business Day in the case of any Borrowing of Adjusted Term SOFR Benchmark Rate Loans to be made on the Closing Date) (Date or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Amendment No. 1 Effective Date) and (ii) 9:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is shall be reasonably acceptable to the Administrative Agent); provided, however, that if the a Borrower wishes to request Adjusted Term SOFR Benchmark Rate Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Parent Borrower must be received by the Administrative Agent not later than 1:00 12:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. 10:00 a.m. three Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Borrowers whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then the Borrower a Borrowing pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of a Borrower. Each such telephonic and written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.Section 2.02:
Appears in 1 contract
Samples: Credit Agreement (Ryman Hospitality Properties, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or (x) to be made on the Revolving Loan Borrowing Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in in the form of a Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed by delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 11:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Requests for Borrowings. Each Term Loan To request a Revolving Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans relevant Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed request by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than telephone (a) in the case of any Term Loan a Eurocurrency Borrowing, 1:00 p.m. not later than 11:00 a.m., New York City time, three (3) Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of a Floating Rate Borrowing, not later than 12:00 p.m., New York City time, on the date of the proposed Borrowing; provided that any Revolving Loansuch notice of a Floating Rate Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2A.5 may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.2: (i) 1:00 p.m. three Business Days prior to the Borrower requesting such Borrowing; (ii) the Class and Type of the requested day Borrowing; (iii) the aggregate amount of any Borrowing ofsuch Borrowing; (iv) the date of such Borrowing, conversion to or continuation of SOFR Benchmark Loans which shall be a Business Day; (or one Business Day v) in the case of any Borrowing of SOFR Benchmark Loans a Eurocurrency Borrowing, the initial Interest Period to be made on the Closing Date) applicable thereto; and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (Avi) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date location and number of the relevant Borrowing (or such later time as is reasonably acceptable Borrower’s account to which funds are to be disbursed, which shall comply with the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders requirements of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate LendersSection 2.10. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR a Floating Rate Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Eurocurrency Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each relevant Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Samples: Credit Agreement (DDR Corp)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO RateTerm SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices any notice in respect of any Term Loan Borrowings Borrowing and/or the any Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the occurrence of the Closing Date, (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of IndebtednessIndebtedness or (z) for any other purpose to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed), may be conditioned on the occurrence of the relevant event). Each such notice must be in the form of a written Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 12:00 p.m. three threetwo Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR LIBO WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of Date)Term SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 10:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO RateTerm SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration or such shorter period as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 12:00 p.m. five fourthree Business Days prior to the requested date of the relevant Borrowing Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request, (B) the relevant requested Interest Period is shall be deemed to be available to them each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is not available to such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (BC) not later than 12:00 p.m. three threetwo Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO RateTerm SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any LIBO RateTerm SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: Credit Agreement (First Watch Restaurant Group, Inc.)
Requests for Borrowings. Each To request a Revolving Borrowing or Delayed Draw Term Loan Borrowing, each Revolving Loan Borrowingthe applicable Borrower (or the Company on its behalf) shall submit a Borrowing Request, each conversion of Term Loans or Revolving Loans from one Type to the othersigned by its Senior Officer, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any a Term Loan SOFR Borrowing, 1:00 p.m. not later than 12:00 p.m., Local Time, three Business Days prior to before the requested day date of any the proposed Borrowing of(or, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any such Term SOFR Borrowing of SOFR Benchmark Loans to be made occur on the Closing Restatement Effective Date) (or , such later shorter period of time as is reasonably acceptable may be agreed to in writing by the Administrative Agent) and ), (b) in the case of any Revolving Loana CDOR Borrowing, (i) 1:00 p.m. not later than 12:00 p.m., Local Time, three Business Days prior to before the requested day date of any the proposed Borrowing of(or, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any such Borrowing of SOFR Benchmark Loans to be made occur on the Closing Restatement Effective Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later shorter period of time as is reasonably acceptable may be agreed to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received writing by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (xc) in the case of any ABR an RFR Borrowing, not later than 12:00 p.m., Local Time, four Business Days before the date of the proposed Borrowing (or, in the case of any such Borrowing to occur on the same Business Day Restatement Effective Date, such shorter period of receipt of a Borrowing Request time as may be agreed to in accordance with this Section or writing by the Administrative Agent), (yd) in the case of any SOFR Benchmark an ABR Borrowing, no not later than one Business Day following receipt 12:00 p.m., Local Time, on the day of the proposed Borrowing or (e) if applicable pursuant to Section 2.11, in the case of a Daily Simple SOFR Borrowing, not later than 12:00 p.m., Local Time, five Business Days before the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable (except that the Borrowing Request for Loans to be borrowed on the Restatement Effective Date may be conditioned on the occurrence of the Restatement Effective Date) and shall specify the following information in accordance compliance with this Section.Section 2.02:
Appears in 1 contract
Samples: Credit Agreement (Westinghouse Air Brake Technologies Corp)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans The Borrowers shall be made upon irrevocable notice by the Borrower to give the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by at the Administrative Agent Agent’s Office (by hand delivery, fax i) prior to 11:00 a.m. (CST) at least two Business Days’ prior written notice (or other electronic transmission (including “.pdf” or “.tif”)) not later than (atelephonic notice promptly confirmed in writing) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days a Borrowing of Revolving Facility Loans if such Revolving Facility Loans are to be LIBOR Loans and (iii) prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans 11:00 a.m. (CST) written notice (or one Business Day telephonic notice promptly confirmed in the case of any Borrowing of SOFR Benchmark Loans to be made writing) on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrower in the case of a Borrowing of Revolving Facility Loans if such Revolving Facility Loans are to be ABR Loans. Such notice (or such later time as is reasonably acceptable a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Revolving Facility Loans to be made, (iii) the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant BorrowingBorrowing (which shall be a Business Day) and (iv) whether the Revolving Facility Loans shall consist of ABR Loans and/or LIBOR Loans and, conversion or continuationif the Revolving Facility Loans are to include LIBOR Loans, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowinginitially applicable thereto. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBOR Borrowing, then the Borrower requesting such LIBOR Borrowing shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the details proposed Borrowing of Revolving Loans, of such Lender’s proportionate share thereof and amount of the other matters covered by the related Notice of Borrowing. Without in any way limiting the obligation of any Loan Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be made as part from a Responsible Officer of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this SectionLead Borrower.
Appears in 1 contract
Samples: Credit Agreement (TPC Group LLC)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the Closing Date and (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and immediately confirmed by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 p.m. 11:00 a.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans or any Borrowing of or conversion to ABR Loans denominated in Dollars (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Initial Term Loans in Dollars to be made on the Closing Date or two Business Days in the case of any Borrowing of LIBO Rate Revolving Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan), (iii) 1:00 p.m. three 11:00 a.m. four Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans or RFR Loans denominated in a Revolving Alternative Currency and (or one Business Day in iii) 11:00 a.m. on the case requested date of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five 11:00 a.m. four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall promptly notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (x) with respect to a Loan in Dollars, an ABR Loan, (y) with respect to a Loan any Revolver Alternative Currency other than British Pounds Sterling, a LIBO Rate Loan Borrowing with a one month Interest Period and (z) with respect to a Loan in British Pounds Sterling, a RFR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no election as to the currency of the requested Borrowing is specified, then the Borrower shall be deemed to have selected a Borrowing in Dollars. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark BorrowingLIBO Rate Borrowing or RFR Loan, no later than one Business Day following receipt of a Borrowing Request in accordance with this SectionSection 2.03.
Appears in 1 contract
Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.)
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed request by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than telephone (a) in the case of any Term Loan a Eurodollar Borrowing, 1:00 p.m. not later than 12:00 noon, New York Time, three (3) Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of an ABR Borrowing (including any ABR Revolving LoanBorrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)), (i) 1:00 p.m. three Business Days prior not later than 12:00 noon, New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or electronic communication to the Administrative Agent of a written Borrowing Request and signed by an Authorized Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: the aggregate amount of the requested day Borrowing, and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing; the date of any such Borrowing, which shall be a Business Day; whether such Borrowing of, conversion is to be an ABR Borrowing or continuation of SOFR Benchmark Loans (or one Business Day a Eurodollar Borrowing; in the case of any Borrowing of SOFR Benchmark Loans a Eurodollar Borrowing, the initial Interest Period to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (orapplicable thereto, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in which shall be a period contemplated by the definition of the term “Interest Period,” (A) ”; and the applicable notice from location and account number to which funds are to be disbursed, which shall comply with the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date requirements of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate LendersSection 2.06. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR BorrowingInterest Period of one (1) month. If no Interest Period is specified with respect to any requested SOFR Benchmark Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Four Corners Property Trust, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided provided, that notices in respect of Term Loan Borrowings and/or (x) to be made on the Revolving Loan Borrowing Closing Date may be conditioned on the closing of the Foundation Transactions, (y) to be made on the Sailor Acquisition Date may be conditioned on the closing of the Sailor Transactions and (z) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 12:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 10:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 12:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section. Section 2.04. [Reserved].
Appears in 1 contract
Samples: Term Loan Agreement
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the otheranother, and each continuation of SOFR LIBO Rate Loans or Term Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and or Term Benchmark Loans, (ii) 9:00 1:00 p.m. on the requested date of any Borrowing of ABR Loans and (iii) 11:00 a.m. three five Business Days prior to the requested day of any Borrowing of or conversion to ABR RFR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. noon three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. .. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR LIBO Rate Borrowing or Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR LIBO Rate Borrowing, Term Benchmark Borrowing or RFR Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans Applicable Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than request (a) by telephonic notice in the case of any Term Loan a Eurocurrency Borrowing, 1:00 p.m. not later than 11:00 a.m., New York City time, three (3) Business Days prior before the date of the proposed Borrowing (or, with respect to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans Borrowings to be made on the Closing Date) (or , such later shorter time as is reasonably acceptable to the Administrative AgentAgent may agree in its sole discretion) and or (b) by telephonic notice in the case of any Revolving Loanan ABR Borrowing, not later than 11:00 a.m., New York City time, one (i1) 1:00 p.m. three Business Days prior Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by email to the requested day Administrative Agent of any a written Borrowing of, conversion to or continuation Request in a form approved by the Administrative Agent and signed by the Applicable Borrower; provided that in respect of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark 2015 Term Loans to be made borrowed on the Closing Date, the Incremental Term B-1 Loans to be borrowed on the Amendment No. 1 Effective Date, the Second Amendment Refinancing Term Loans to be borrowed on the Amendment No. 2 Effective Date, and the Third Amendment Refinancing Term Loans to be borrowed on the Amendment No. 3 Effective Date, and the Fourth Amendment Refinancing Term Loans to be borrowed on the Amendment No. 4 Effective Date, any written Borrowing Request may be provided by the Borrower on a conditional basis (provided that (1) to the extent the Borrower does not borrow any Eurocurrency Loans set forth in such conditional Borrowing Request, the Borrower shall be required to compensate the Lenders under Section 2.13 for the losses, costs or expenses related thereto and (ii2) 9:00 a.m. three Business Days prior to the requested day of any such Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must Request shall be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date irrevocable once funding of the relevant Borrowing (or such later time as is reasonably acceptable to Borrowings has been initiated by the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of and such request and determine whether the requested Interest Period is available to them and (B) not Borrowing Request may be provided no later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing2:00 pm, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR BorrowingNew York City Time, on the same Business Day of receipt of a prior to such Borrowing. Each telephonic and written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Requests for Borrowings. Each Borrowing in respect of the Term Loan BorrowingFacility, each Borrowing in respect of any Additional Revolving Loan BorrowingFacility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the relevant Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Additional Revolving Loan Borrowing to be made in connection with any permitted acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisitionacquisition, permitted Investment investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 2:00 p.m. three (3) U.S. Government Securities Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one two (2) Business Day Days in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) or (or such later time as is reasonably acceptable to the Administrative Agentii) and 12:00 p.m. (bNoon) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to on the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case date of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably shall be acceptable to the Administrative Agent); provided, however, that if the a Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than oneone (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the such Borrower must be received by the Administrative Agent not later than 1:00 2:00 p.m. five four (4) U.S. Government Securities Business Days prior to the requested date of the relevant Borrowing such Borrowing, conversion or continuation (or such later time as is shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and ascertainable by the Administrative Agent or, in the case of Interest Periods shorter than twelve (12) months, subject to the Administrative Agent’s consent and (B) not later than 12:00 p.m. (Noon) three (3) U.S. Government Securities Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the such Borrower whether or not the requested Interest Period is available to can be accommodated by the Administrative Agent and the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then a Borrowing by the Borrower Borrowers pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent in the form of a written Borrowing Request or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall advise each Lender be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the details Parent Borrower. Each such telephonic and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans Applicable Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than request (a) by telephonic notice in the case of any Term Loan a Eurocurrency Borrowing, 1:00 p.m. not later than 11:00 a.m., New York City time, three (3) Business Days prior before the date of the proposed Borrowing (or, with respect to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans Borrowings to be made on the Closing Date) (or , such later shorter time as is reasonably acceptable to the Administrative AgentAgent may agree in its sole discretion) and or (b) by telephonic notice in the case of any Revolving Loanan ABR Borrowing, not later than 11:00 a.m., New York City time, one (i1) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in before the case date of any the proposed Borrowing. Each such telephonic Borrowing of SOFR Benchmark Loans to Request shall be made on the Closing Date) irrevocable and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable shall be confirmed promptly by email to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period Agent of other than one, three or six months a written Borrowing Request in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received a form approved by the Administrative Agent not later than 1:00 p.m. five Business Days prior and signed by the Applicable Borrower; provided that in respect of the 2015 Term Loans to be borrowed on the Closing Date and, the Incremental Term B-1 Loans to be borrowed on the Amendment No. 1 Effective Date, and the Second Amendment Refinancing Term Loans to be borrowed on the Amendment No. 2 Effective Date, any written Borrowing Request may be provided by the Borrower on a conditional basis (provided that (1) to the requested date extent the Borrower does not borrow any Eurocurrency Loans set forth in such conditional Borrowing Request, the Borrower shall be required to compensate the Lenders under Section 2.13 for the losses, costs or expenses related thereto and (2) any such Borrowing Request shall be irrevocable once funding of the relevant Borrowing (or such later time as is reasonably acceptable to Borrowings has been initiated by the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of and such request and determine whether the requested Interest Period is available to them and (B) not Borrowing Request may be provided no later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing2:00 pm, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR BorrowingNew York City Time, on the same Business Day of receipt of a prior to such Borrowing. Each telephonic and written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Requests for Borrowings. Each Borrowing in respect of the Term Loan BorrowingFacility, each Borrowing in respect of any Additional Revolving Loan BorrowingFacility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans or Term SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Additional Revolving Loan Borrowing to be made in connection with any permitted acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisitionacquisition, permitted Investment investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax email or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark LIBO Rate Loans or any Borrowing of or conversion to ABR Term SOFR Loans (or one two (2) Business Day Days in the case of any Borrowing of (x) LIBO RateTerm SOFR Benchmark Loans to be made on the Closing DateThird Amendment Effective Date or (y) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of Term SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Fourth Amendment Effective Date) and or (ii) 9:00 a.m. three Business Days prior to 12:00 p.m. (Noon) on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request (x) LIBO Rate Loans or Term SOFR Benchmark Loans having an Interest Period of other than oneone (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 2:00 p.m. five four (4) Business Days prior to the requested date of the relevant Borrowing such Borrowing, conversion or continuation (or such later time as is shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not later than 12:00 p.m. (Noon) three (3) Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then a Borrowing by the Borrower pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent in the form of a written Borrowing Request or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall advise each Lender be approved by the Administrative Agent), appropriately completed and 129590608_2#96809902v9 signed by a Responsible Officer of the details Borrower. Each such telephonic and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Samples: First Lien Credit Agreement (Hayward Holdings, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that that, subject to Section 2.16, notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment Investment or irrevocable repayment repayment, redemption or redemption refinancing of Indebtedness may be conditioned on the closing of such Permitted Acquisitionacquisition, permitted Investment or permitted irrevocable repayment repayment, redemption or redemption refinancing of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark LIBO Rate Loans or conversion to ABR Loans (or 11:00 a.m. one Business Day prior in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to 12:00 p.m. on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is shall be reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not later than 12:00 p.m. 11:00 a.m. three Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available has been consented to by all the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then a Borrowing by the Borrower pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent shall advise each Lender in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrower. Each such written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO RateTerm SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower Company to the Administrative Agent (provided that that, subject to Section 2.16, notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing borrowings to be made on the Closing Date may be conditioned on the closing of the Transactions and any borrowing in connection with any acquisition, investment Investment or irrevocable repayment repayment, redemption or redemption refinancing of Indebtedness may be conditioned on the closing of such Permitted Acquisitionacquisition, permitted Investment or permitted irrevocable repayment repayment, redemption or redemption refinancing of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three11:00 a.m., New York City time, three U.S. Government Securities Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO RateTerm SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or 11:00 a.m. one Business Day prior in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to 12:00 p.m. on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is shall be reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower Company wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not later than 12:00 p.m. 11:00 a.m. three Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Company whether or not the requested Interest Period is available has been consented to by all the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then a Borrowing by the Borrower Company pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent shall advise each Lender in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Company. Each such written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Samples: First Lien Credit Agreement (Victoria's Secret & Co.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan any Borrowings and/or (x) to be made on the Revolving Loan Borrowing Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, investment Investment or irrevocable repayment repayment, redemption or redemption refinancing of Indebtedness may be conditioned on the closing of such Permitted Acquisitionacquisition, permitted Investment or permitted irrevocable repayment repayment, redemption or redemption refinancing of such Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five 11:00 a.m. four Business Days prior to the requested date of the relevant Borrowing such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not later than 12:00 p.m. 10:00 a.m. three Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available has been consented to by all the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then a Borrowing by the Borrower pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent shall advise each Lender in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the details Borrower. Each such telephonic and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02: 84
Appears in 1 contract
Samples: First Lien Credit Agreement (Isos Acquisition Corp.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Request; provided that any telephonic notice must be promptly confirmed in writing by delivery to the Administrative Agent of a Borrowing Request (provided that notices in respect of any Term Loan Borrowings Borrowing and/or the any Revolving Loan Borrowing (x) to be Table of Contents made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in in the form of a Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed by delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 11:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five four Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section. Section 2.04. [Reserved].
Appears in 1 contract
Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or (x) to be made on the Revolving Loan Borrowing Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any permitted acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisitionacquisition, permitted Investment investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR LIBO Rate Loans (or one two Business Day Days in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) or (or such later time as is reasonably acceptable to the Administrative Agentii) and by 12:00 p.m. (bNoon) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to on the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case date of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 2:00 p.m. five four (4) Business Days prior to the requested date of the relevant such Borrowing (or such later time as is shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not later than 12:00 p.m. (Noon) three (3) Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then a Borrowing by the Borrower pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent in the form of a written Borrowing Request or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall advise each Lender be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the details Borrower. Each such telephonic and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Requests for Borrowings. (a) Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark BSBY Rate Loans shall be made upon irrevocable notice by the Lead Borrower to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be promptly confirmed in writing by delivery to the Administrative Agent of a Loan Notice (provided that notices in respect of Term Loan Borrowings and/or the any Revolving Loan Borrowing (x) to be made in connection with the Mergers on the Closing Date, may be conditioned on the closing of the Transactions, subject to delivery by the Borrower of a funding indemnity letter, and (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness or other transactions or events, in each case, may be conditioned on the closing closing, of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness, consummation of such transaction or occurrence of such events, in each case subject to Section 2.16). Each such notice must be in the form of a written Borrowing RequestLoan Notice, as the case may be, appropriately completed and signed by a Responsible Officer of the Lead Borrower or by telephone (and promptly confirmed by delivery of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three two (2) Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR continuation of BSBY Rate Loans (or one Business Day in the case of any BSBY Rate Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable any conversion of Base Rate Loans to the Administrative Agent) BSBY Rate Loans, and (b) in the case of any Revolving Loan, (iii) 1:00 p.m. three one Business Days Day prior to the requested day date of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Base Rate Loans (other than Swingline Loans) ), (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Requests for Borrowings. (a) Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, other and each continuation of Adjusted Eurocurrency RateTerm SOFR Benchmark Loans shall be made upon irrevocable notice by the applicable Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness)Agent. Each such notice is irrevocable and must be in the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Parent Borrower or by telephone (and promptly confirmed by delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower Parent Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three three11:00 a.m. two Business Days prior to the requested day of any Borrowing of, conversion to or continuation of Adjusted Eurocurrency RateTerm SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Adjusted Eurocurrency RateTerm SOFR Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case any conversion of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark ABR Loans to be made on the Closing Date) Adjusted Eurocurrency RateTerm SOFR Loans and (ii) 9:00 a.m. three Business Days prior to 12:00 p.m. on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request Adjusted Eurocurrency RateTerm SOFR Benchmark Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Parent Borrower must be received by the Administrative Agent not later than 1:00 p.m. five p.m11:00 a.m. four Business Days prior to the requested date of the relevant Borrowing Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. p.m11:00 a.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Parent Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: Credit Agreement (Certara, Inc.)
Requests for Borrowings. Each To request a Revolving Loan Borrowing or Term Loan Borrowing, each Revolving Loan Borrowingthe Borrower shall notify the Administrative Agent of such request by delivery (by hand delivery, each conversion facsimile or other electronic transmission) of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice a written Borrowing Request signed by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)a) not later than (a) in the case of any Term Loan Borrowing2:00 p.m., 1:00 p.m. New York City time, three Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Eurocurrency Borrowing of SOFR Benchmark Loans to be made on the Closing Effective Date) (or such later time as is reasonably acceptable to the Administrative AgentAgent may agree in its sole discretion) and or (b) in the case of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day prior to the date of the proposed Borrowing. Each such Borrowing Request shall (x) in the case of any Revolving LoanLoan Borrowing, be irrevocable upon delivery and (y) specify the following information (other than, in the case of clause (vii) below, the Borrowing Request pertaining to Borrowings on the Effective Date): (i) 1:00 p.m. three Business Days prior to whether the requested day Borrowing is to be a Revolving Loan Borrowing, an Initial Term Loan Borrowing or a Borrowing of any other Class (specifying the Class thereof); (ii) the aggregate amount of such Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iv) whether such Borrowing ofis to be an ABR Borrowing or a Eurocurrency Borrowing; (v) in the case of a Eurocurrency Borrowing, conversion the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06, or, in the case of any ABR Revolving Loan Borrowing or continuation Swingline Loan requested to finance the reimbursement of SOFR Benchmark Loans an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement; (or one Business Day vii) that, in the case of any Borrowing after the Effective Date, as of SOFR Benchmark Loans to be made on the Closing Datedate of such Borrowing, the conditions set forth in Section 4.02(a) and (iiSection 4.02(b) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lendersare satisfied. If no election as to the Type of Borrowing is specifiedspecified as to any Borrowing, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day Promptly following receipt of a Borrowing Request in accordance with this Section., the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. SECTION 2.04
Appears in 1 contract
Samples: Credit Agreement and Incremental Facility Agreement (GoHealth, Inc.)
Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowing, each a conversion of Term Loans or Revolving Loans from one Type to the other, and each other or a continuation of EurocurrencyTerm SOFR Benchmark Loans shall be made upon irrevocable notice by or Alternative Currency Term Rate Loans, the Borrower to shall irrevocably notify the Administrative Agent of such request by (A) telephone or (B) a written Borrowing Request in a form attached hereto as Exhibit C or such other form as may be approved by the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or including any form on an electronic platform or electronic transmission system as shall be approved by the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of IndebtednessAdministrative Agent). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and Borrower; provided that any telephonic notice must be confirmed immediately by hand delivery or telecopy or transmission by electronic communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request. Each such Borrowing Request must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than noon (ai) in the case of any Term Loan Borrowing, 1:00 p.m. three U.S. Government Securities Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of EurocurrencyTerm SOFR Benchmark Loans or of any Borrowing conversion of or conversion EurocurrencyTerm SOFR Loans to ABR Loans Base Rate Loans, (ii) three Business Days (or one five Business Day Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of SOFR Benchmark Alternative Currency Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) or, in the case of Alternative Currency Term Rate Loans, any Revolving Loancontinuation thereof, and (iiii) 1:00 p.m. three Business Days prior to on the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case date of any Borrowing of SOFR Benchmark Base Rate Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline LIBORSOFR Daily Floating Rate Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request EurocurrencyTerm SOFR Benchmark Loans or Alternative Currency Term Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five 11:00 a.m. (i) four U.S. Government Securities Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent)Borrowing, conversion or continuationcontinuation of EurocurrencyTerm SOFR Loans, or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the appropriate applicable Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not all of them. Not later than 12:00 p.m. 11:00 a.m., (i) three U.S. Government Securities Business Days before the requested date of the relevant such Borrowing, conversion or continuationcontinuation of EurocurrencyTerm SOFR Loans, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Alternative Currency Term Rate Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is available has been consented to by all the appropriate applicable Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Each Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
Appears in 1 contract
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (a) in the case of any Term Loan Borrowing, 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to on the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
Appears in 1 contract
Samples: Assignment and Assumption (ATI Physical Therapy, Inc.)
Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 p.m. 11:00 a.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR LIBO Rate Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date or the First Amendment Effective Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan), (iii) 1:00 p.m. three 11:00 a.m. one Business Days Day prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case date of any Borrowing of SOFR Benchmark Loans to be made ABR Loan (other than a Swingline Loan), (iii) 10:00 a.m. on the Closing Date) requested date of any Borrowing of any Swingline Loan and (iiiv) 9:00 11:00 a.m. three one Business Days Day prior to the requested day date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. five 11:00 a.m. four Business Days prior to the requested date of the relevant Borrowing Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.
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Requests for Borrowings. Each Borrowing in respect of the Term Loan BorrowingFacility, each Borrowing in respect of any Additional Revolving Loan BorrowingFacility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark LIBO Rate Loans shall be made upon irrevocable notice by the relevant Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Additional Revolving Loan Borrowing to be made in connection with any permitted acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisitionacquisition, permitted Investment investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed writing or by telephone (and signed by a Responsible Officer of the Borrower promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than (ai) in the case of any Term Loan Borrowing, 1:00 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR LIBO Rate Loans (or one two (2) Business Day Days in the case of any Borrowing of SOFR Benchmark LIBO Rate Loans to be made on the Closing Date) or (or such later time as is reasonably acceptable to the Administrative Agentii) and 12:00 p.m. (bNoon) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to on the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case date of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as is reasonably shall be acceptable to the Administrative Agent); provided, however, that if the a Borrower wishes to request SOFR Benchmark LIBO Rate Loans having an Interest Period of other than oneone (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the such Borrower must be received by the Administrative Agent not later than 1:00 2:00 p.m. five four (4) Business Days prior to the requested date of the relevant Borrowing such Borrowing, conversion or continuation (or such later time as is shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is available acceptable to them and (B) not later than 12:00 p.m. (Noon) three (3) Business Days before the requested date of the relevant such Borrowing, conversion or continuation, the Administrative Agent shall notify the such Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type Each written notice (or confirmation of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified telephonic notice) with respect to any requested SOFR Benchmark Borrowing, then a Borrowing by the Borrower Borrowers pursuant to this Section 2.03 shall be deemed delivered to have selected an Interest Period of one month’s duration. The the Administrative Agent in the form of a written Borrowing Request or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall advise each Lender be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the details Parent Borrower. Each such telephonic and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a written Borrowing Request shall specify the following information in accordance compliance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.2.02:
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Requests for Borrowings. Each (a) To request a Revolving Facility Borrowing and/or a Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans applicable Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (ax) in the case of any Term Loan a Eurocurrency Borrowing, 1:00 p.m. not later than 11:00 a.m., Local Time, (I) if denominated in Dollars, three (3) Business Days prior to the requested day of any Borrowing ofor (II) if denominated in Euros, conversion to or continuation of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans four (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date4) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to before the requested day date of any Borrowing ofthe proposed Borrowing, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, unless such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of for such Borrowing other than one, three or six months in duration as provided in the definition of “Interest Period,” in which case (AI) if denominated in Dollars, on the applicable notice from fourth Business Day or (II) if denominated in Euros, on the Borrower must be received by fifth Business Day before each such Eurocurrency Borrowing, or (y) in the Administrative Agent case of an ABR Borrowing, not later than 1:00 p.m. five 10:00 a.m. Local Time, on the Business Days prior to the requested date Day of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuationproposed Borrowing, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request; provided that any such notice of an ABR Revolving Facility Borrowing to finance the requested Interest Period is available to them and (Breimbursement of an L/C Disbursement as contemplated by Section 2.05(c) not may be given no later than 12:00 p.m. three Business Days before p.m., noon, Local Time, on the requested date of the relevant proposed Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. If no election as to the Type of Each such Borrowing is specified, then the requested Borrowing Request shall be an ABR Borrowing. If no Interest Period irrevocable provided that any Borrowing Request may state that it is specified with respect to any requested SOFR Benchmark Borrowingconditioned upon the effectiveness of other credit facilities, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing indentures or similar agreements or other transactions (x) including, in the case of any ABR Borrowing, Borrowing on the same Business Day of receipt of a Borrowing Request Closing Date, the Acquisition), in accordance with this Section which case such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt telephonic requests) shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in accordance compliance with this Section.Section 2.02:
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Requests for Borrowings. Each Term Loan To request a Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to Representative shall notify the Administrative Agent (provided that notices in respect of Term Loan Borrowings and/or the Revolving Loan Borrowing to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be request in the writing in a form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received approved by the Administrative Agent (and signed by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) the Borrower Representative not later than (a) in the case of any a Term Loan SOFR Borrowing, 1:00 p.m. p.m., New York time, three (3) U.S. Government Securities Business Days prior to before the requested day date of any the proposed Borrowing of(or, conversion to or continuation in respect of SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) (or FILO Loans, such later time shorter period as is reasonably acceptable to the Administrative AgentAgent may agree) and or (b) in the case of an ABR Borrowing (other than a Swingline Borrowing), 1:00 p.m., New York time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving LoanBorrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York time, on the date of such proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile, or emailed pdf to the Administrative Agent of a written Borrowing Request signed by the Borrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) 1:00 p.m. three Business Days prior to the name of the applicable Borrower(s) and whether such Borrowing is a U.S. Borrowing or Canadian Borrowing; (ii) the aggregate amount of the requested day Borrowing and a breakdown of any Borrowing ofthe separate wires comprising such Borrowing; (iii) the date of such Borrowing, conversion to or continuation which shall be a Business Day; (iv) the Type of SOFR Benchmark Loans such Borrowing; and (or one Business Day v) in the case of any Borrowing of a Term SOFR Benchmark Loans Borrowing, the initial Interest Period to be made on the Closing Date) and (ii) 9:00 a.m. three Business Days prior to the requested day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (orapplicable thereto, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Benchmark Loans having an Interest Period of other than one, three or six months in duration as provided in which shall be a period contemplated by the definition of the term “Interest Period,.” (A) Any Borrowing Request that shall fail to specify any of the applicable notice from information required by the Borrower must preceding provisions of this paragraph may be received rejected by the Administrative Agent if such failure is not later than 1:00 p.m. five Business Days prior to the requested date of the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon corrected promptly after the Administrative Agent shall give prompt written or telephonic notice thereof to the appropriate Lenders Borrower Representative and, if so rejected, will be of such request and determine whether the requested Interest Period is available to them and (B) not later than 12:00 p.m. three Business Days before the requested date of the relevant Borrowing, conversion no force or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenderseffect. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any SOFR Benchmark Borrowing, no later than one Business Day Promptly following receipt of a Borrowing Request in accordance with this Section., the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Xxxxxx’s Loan to be made as part of the requested Borrowing. SECTION 2.04
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