Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, 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 of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans; (ii) the aggregate amount of the requested Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; (v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be 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 Eurocurrency Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a 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 such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 3 contracts
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a or Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (other than a request for any Borrowing denominated in a Permitted Foreign Currency, which request shall be made in writing) (a) in the case of a Eurocurrency Borrowing denominated in dollars or EURIBOR Borrowing, not later than 2:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of an ABR a Eurocurrency Borrowing denominated in a Permitted Foreign Currency, not later than 12:00 noon11:00 a.m., Local TimeLondon 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, 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 denominated in dollars as contemplated by Section 2.05(e) 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 hand delivery delivery, facsimile or other electronic means imaging to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information (to the extent applicable, in compliance with Section Sections 2.01 and 2.02:):
(i) whether such the requested Borrowing is to be a Revolving Borrowing, a Tranche A Term Borrowing or a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other any Incremental Term LoansLoan;
(ii) the currency and the aggregate amount of the requested such Borrowing;
(iii) the requested date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a Eurocurrency Borrowing or a Eurocurrency EURIBOR Borrowing;
(v) in the case of a Eurocurrency Borrowing or a EURIBOR Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06(a), or, if the Borrowing is being requested to finance the reimbursement of an LC Disbursement denominated in dollars in accordance with Section 2.05(e), the identity of the Issuing Bank that made such LC Disbursement; and
(vii) that as of such date Sections 4.03(a) and 4.03(b) are satisfied. If no election as to the Type of Borrowing is specified, other than with respect to Borrowings denominated in a Permitted Foreign Currency, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing or EURIBOR Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to any requested Revolving Loan, the Borrower shall be deemed to have selected dollars. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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.
Appears in 3 contracts
Samples: Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or Borrowing, a Term Borrowingconversion of Loans from one Type to the other or a continuation of Eurocurrency Loans, the applicable Borrower Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request, which may be given by telephone, not later than (i) 2:00 p.m., New York City time, three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency) or of any conversion of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency) to Base Rate Loans, (ii) 2:00 p.m., New York City time, four Business Days in the case of Eurocurrency Loans denominated in a Special Notice Currency prior to the requested date of any Borrowing or continuation of Eurocurrency Loans denominated in a Special Notice Currency, and (iii) 1:00 p.m., New York City time, on the requested date of any Borrowing of Base Rate Loans; provided, however, that if such Borrower wishes to request Eurocurrency Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by telephone the Administrative Agent not later than 2:00 p.m.
(ai) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency), or (ii) five Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in a Special Notice Currency, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 2:00 p.m., (i) three Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency), or (ii) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in a Special Notice Currency, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each Borrowing Request shall be irrevocable and, in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and Request, shall be confirmed promptly by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent attached hereto as Exhibit E and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether the Class of Loans to which such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansRequest relates;
(ii) the aggregate amount of the requested Borrowing, conversion or continuation;
(iii) the date of such Borrowing, conversion or continuation, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing Borrowing, conversion or continuation is to be an ABR a Base Rate Borrowing or a Eurocurrency Borrowing; provided that all Base Rate Loans shall be in Dollars;
(v) in the case of a Eurocurrency Borrowing of Alternative Currency Revolving Loans, the currency in which such Borrowing is to be made, which shall be Dollars or an Alternative Currency;
(vi) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and;
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06; and
(viii) whether the applicable Borrower is requesting a new Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Loans. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars to either Borrower, the requested Borrowing shall be a Base Rate Borrowing. In the case of a failure to timely request a conversion or continuation of Eurocurrency Loans, such Loans shall be continued as Eurocurrency Loans in their original currency with an ABR BorrowingInterest Period of one month’s duration. If no Interest Period is specified with respect to any requested Eurocurrency BorrowingBorrowing or conversion or continuation of Eurocurrency Loans, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount (and currency) of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
Appears in 3 contracts
Samples: Credit Agreement (Dole PLC), Credit Agreement (Dole PLC), Credit Agreement (Dole Food Co Inc)
Requests for Borrowings. (a) To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower Representative shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency BorrowingBorrowing denominated in Dollars, not later than 2:00 p.m.12:00 noon, Local Time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of a Eurocurrency Borrowing denominated in an Alternative Currency, not later than 11:00 a.m. Local Time, four (4) Business Days before the date of the proposed Borrowing (or five Business Days in the case of a Special Notice Currency) or (c) in the case of an ABR Borrowing, by telephone, not later than 11:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided, that, any such notice of an ABR Revolving Facility Borrowing not to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given no later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and (in the case of telephonic requests) shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Initial Term A Loans, Other Term A-1 LoansLoans or Revolving Facility Loans of a particular Class, Deferred Term A Loansas applicable and, in the case of Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe Borrower to which such Loan is to be made;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, (x) the currency of the requested Borrowing and (y) 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 applicable Borrower’s account to which funds are to be disbursed. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing; provided, however, that all Borrowings denominated in Alternative Currencies shall be Eurocurrency Borrowings. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, Borrowing then the Borrowers Borrower Representative shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to any requested Eurocurrency Borrowing, then the Borrower Representative shall be deemed to have selected the Borrowing be made in Dollars. Promptly following receipt of a 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 such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 3 contracts
Samples: Credit Agreement (Adient PLC), Credit Agreement (Johnson Controls Inc), Credit Agreement (Adient LTD)
Requests for Borrowings. (a) To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request (each, a “Borrowing Request”), which shall be in the form of Exhibit B or any other form approved by telephone the Agent, in writing or by telecopy (a) in the case of a Eurocurrency Eurodollar Borrowing, not later than 2:00 p.m.11:00 a.m., Local TimeNew York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon10:00 a.m., Local TimeNew 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 means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Financial Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate principal amount of the requested Borrowing;
(iiiii) the date of such Borrowing, which shall be a Business Day;
(iviii) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Eurodollar Borrowing;
(viv) in the case of a Eurocurrency Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(viv) the location and number of the applicable Borrower’s account to which funds are to be 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 Eurocurrency Eurodollar Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s month duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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 2 contracts
Samples: Revolving Credit Agreement (BrightSphere Investment Group Inc.), Revolving Credit Agreement (OM Asset Management PLC)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request (as provided in Section 9.01 and, unless otherwise agreed upon by the Administrative Agent, in Schedule 2.03) by telephone (aa)(i) in the case of a Eurocurrency BorrowingBorrowing (other than any Eurocurrency Borrowing on the Amendment Effective Date), not later than 2:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing or (ii) in the case of any Eurocurrency Borrowing on the Amendment Effective Date, not later than 11:00 a.m., Local Time, one Business Day before the proposed Borrowing, or (b) in the case of an ABR Borrowing or Base Rate Borrowing, not later than 12:00 noonp.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing or a Base Rate Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 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 telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether the Borrower requesting such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansBorrowing;
(ii) the Class of such Borrowing;
(iii) the currency and aggregate amount of the requested Borrowing;
(iiiiv) the date of such Borrowing, which shall be a Business Day;
(ivv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a Base Rate Borrowing or a Eurocurrency Borrowing;
(vvi) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed. If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be (i) in the case of a Revolving Borrowing by the U.S. Borrower, an ABR Borrowing and (ii) in the case of any other Revolving Borrowing, a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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 2 contracts
Samples: Credit Agreement (Hexion Specialty Chemicals, Inc.), Credit Agreement (Hexion Specialty Chemicals, Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a or Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing denominated in dollars or EURIBOR Borrowing, not later than 2:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of an ABR a Eurocurrency Borrowing denominated in a Permitted Foreign Currency, not later than 12:00 noon11:00 a.m., Local TimeNew 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, 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 denominated in dollars as contemplated by Section 2.05(e) 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 hand delivery delivery, facsimile or other electronic means imaging to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information (to the extent applicable, in compliance with Section Sections 2.01 and 2.02:):
(i) whether such the requested Borrowing is to be a Dollar Revolving Borrowing, a Multi-Currency Revolving Borrowing, a Tranche A Term Borrowing, a Tranche B Term Borrowing, a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other any Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans Loan or Other a Borrowing of any Incremental Term LoansLoan;
(ii) the currency and the aggregate amount of the requested such Borrowing;
(iii) the requested date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a Eurocurrency Borrowing or a Eurocurrency EURIBOR Borrowing;
(v) in the case of a Eurocurrency Borrowing or a EURIBOR Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06(a), or, if the Borrowing is being requested to finance the reimbursement of an LC Disbursement denominated in dollars in accordance with Section 2.05(e), the identity of the Issuing Bank that made such LC Disbursement; and
(vii) that as of such date Sections 4.02(a) and 4.02(b) are satisfied. If no election as to the Type of Borrowing is specified, other than with respect to Borrowings denominated in a Permitted Foreign Currency, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing or EURIBOR Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to any requested Revolving Loan, the Borrower shall be deemed to have selected dollars. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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.
Appears in 2 contracts
Samples: Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or (other than a Term BorrowingSwingline Loan, which is requested pursuant to Section 2.04), the applicable Borrower Representative shall notify the Administrative Agent of such request either in writing by delivery of a Borrowing Request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif’)) signed by the Borrower Representative or by telephone (a) in the case of a Eurocurrency LIBO Rate Borrowing, not later than 2:00 1:00 p.m., Local Time, three Business Days (or, in the case of a LIBO Rate Borrowing to be made on the Closing Date, two Business Days) before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing (including any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)), not later than 12:00 noon1:00 p.m., Local Time, on one Business Day before the date of the proposed BorrowingBorrowing (or, in each case, such later time as shall be acceptable to the Administrative Agent). The Borrowers shall be deemed to have requested an ABR Borrowing (without being required to satisfy or being deemed to have satisfied the conditions in Section 4.02) on the fifth Business Day following the making of any Swingline Loan, the proceeds of which shall be applied by the Administrative Agent to repay such Loans. Each such telephonic Borrowing Request shall be irrevocable and and, if telephonic, shall be confirmed promptly by hand delivery delivery, fax or other electronic means transmission (including “.pdf or “.tif”) to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the applicable BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether the Class of such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansBorrowing;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency LIBO Rate Borrowing;
(v) in the case of a Eurocurrency LIBO Rate Borrowing, 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 applicable Borrower’s account or any other designated account(s) to which funds are to be disburseddisbursed (the “Funding Account”); and
(vii) the Borrower or Borrowers for such Borrowing. 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 Eurocurrency LIBO Rate Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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 2 contracts
Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)
Requests for Borrowings. To request a Borrowing (other than a continuation or conversion, which is governed by Section 2.8) of Domestic Revolving Facility Borrowing and/or a Loans, Global Revolving Loans or an Incremental Term Loan Borrowing, the applicable relevant Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency BorrowingBorrowing denominated in Dollars, not later than 2:00 p.m.11:00 a.m., Local TimeNew York City time three Business Days before the date of the proposed Borrowing, three (b) in the case of a 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 (bc) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon11:00 a.m., Local TimeNew York City time, on the Business Day of the proposed Borrowing; provided that (i) 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 hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and (x) signed by the applicable 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 2.02:
2.2: (i) whether the applicable Borrower requesting such Borrowing is to (and be a Borrowing signed on behalf of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
such Borrower); (ii) the Class and Type of the requested Borrowing; (iii) the aggregate amount of the requested such Borrowing;
; (iiiiv) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
; (v) in the case of a Eurocurrency Borrowing, 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 applicable 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 (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 Global Revolving Loans is specified in any such notice, then the requested Borrowing shall be 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 an Alternative Currency. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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. (a) To request a Revolving Facility Borrowing and/or (other than a Term BorrowingBorrowing of Swingline Loans), the applicable Borrower (or the Company on behalf of the applicable Borrower) shall notify the Administrative Agent, which notice may be given by a Borrowing Request or telephone (provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of such request by telephone a Borrowing Request), not later than 11:00 a.m., (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local TimeBorrowing denominated in Dollars, three Business Days (or, in the case of the Term Loan Borrowing to be made on the Closing Date, such shorter period as 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 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 Lenders), (bc) in the case of an ABR a Eurocurrency Borrowing not later than 12:00 noondenominated in a Special Notice Currency, Local Time, on five Business Days before the date of the proposed Borrowing. Each Borrowing (or such telephonic Borrowing Request shall shorter period of time as may be irrevocable and shall be confirmed promptly by hand delivery or electronic means agreed to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed the Multicurrency Tranche Revolving Lenders), and (d) on the requested date of any Base Rate Borrowing (or such shorter period of time as may be agreed to by the Administrative Agent and the Lenders); provided that if any Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent at least one Business Day earlier than that otherwise provided in this Section 2.03(a), whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation 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 has been consented to by all the Lenders. Each such Borrowing Request shall be irrevocable, except that a Borrowing Request may be conditioned on the occurrence of any subsequent event (including a Permitted Acquisition or other Investment), in which case, such notice may be revoked by the applicable BorrowerBorrower (by written notice to the Administrative Agent on or prior to the date of such funding) if such event does not occur. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) the name of the applicable Borrower;
(ii) whether such the requested Borrowing is to be a Term Loan Borrowing, an Incremental Term Loan Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, a particular Series or a Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansLoan Borrowing;
(iiiii) the aggregate amount of the requested such Borrowing;
(iiiiv) the date of such Borrowing, which shall be a Business Day;
(ivv) subject whether such Borrowing is to Section 2.02(c)be a Base Rate Borrowing or a Eurocurrency Borrowing and, in the case of a Revolving Loan Borrowing in Dollars, whether such Borrowing is to be an ABR a Dollar Tranche Revolving Borrowing or a Eurocurrency Multicurrency Tranche Revolving Borrowing;
(vvi) in the case of a Eurocurrency Borrowing, the currency of such Borrowing and the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; ,” and
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursedApplicable Funding Account. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowinga Base Rate Borrowing and if no election as to the currency of Borrowing is specified, then the requested Borrowing shall be made in Dollars made under the Dollar Tranche Revolving Commitments. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the amount (and currency) of such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 2 contracts
Samples: Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Loan Borrowing, the applicable Borrower shall notify the Administrative Agent of such request request, which notice may be given by (A) telephone or (B) a Borrowing Request; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Request. Each such notice must be received by the Administrative Agent (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local TimeNew York City time, three (3) Business Days before the date of the proposed Borrowing (or, in the case of any Eurocurrency Borrowing to be made on the Effective Date, such shorter period of time as may be agreed to by the Administrative Agent) or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon11:00 a.m., Local TimeNew York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Loan Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(f) may be given no later than 2:00 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 delivered by hand delivery delivery, facsimile or other electronic means transmission (or, if requested by telephone, promptly confirmed in writing by hand delivery, facsimile or other electronic transmission) to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and shall be signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02information:
(i) whether such the requested Borrowing is to be a Revolving Loan Borrowing or a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansany other Class (specifying the Class thereof);
(ii) the aggregate amount of the requested such Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, 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 applicable 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 requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement; and
(vii) that, as of the date of such Borrowing, the conditions set forth in Section 4.02(a) and Section 4.02(b) are 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 Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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.
Appears in 2 contracts
Samples: Credit Agreement (Vacasa, Inc.), Revolving Credit Agreement (Vacasa, Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Each Borrowing, each conversion from one Type to the other, and each continuation of LIBO Rate Revolving Loans or BA Rate Revolving Loans shall be made upon irrevocable notice by the applicable Borrower shall notify (or the Lead Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of a 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 request acquisition, investment or repayment or redemption of Indebtedness). Each such notice must be in writing and must be received by telephone the Administrative Agent (aby hand delivery, fax or other electronic transmission (including “.pdf” or “.tiff”)) not later than 2:00 p.m. (i) three (3) Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans or BA Rate Revolving Loans (or two Business Days in the case of a Eurocurrency any Borrowing of LIBO Rate Loans denominated in Dollars to be made on the Closing Date), (ii) four Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans denominated in a currency other than Dollars (or one Business Day in the case of any Borrowing of LIBO Rate Loans denominated in a currency other than Dollars to be made on the Closing Date) or (iii) by 11:00 a.m. (x) on the requested date of any Borrowing of ABR Revolving Loans (other than Swingline Loans) and (y) one (1) Business Day prior to the requested Borrowing of Canadian Base Rate Revolving Loans or Canadian Prime Rate Revolving Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Rate Revolving Loans or BA Rate Revolving 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 (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 2:00 p.m.p.m. four (4) Business Days prior to the requested date of such Borrowing (or such later time as shall be reasonably acceptable to the Administrative Agent), Local Timeconversion 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 acceptable to them and (B) not later than 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the proposed Borrowing Administrative Agent shall notify the applicable Borrower whether or (b) in not the case of an ABR Borrowing not later than 12:00 noon, Local Time, on requested Interest Period is available to the date of the proposed Borrowingappropriate Lenders. Each such telephonic written notice with respect to a Borrowing Request by the applicable Borrower pursuant to this Section 2.03 shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means delivered to the Administrative Agent in the form of a written Borrowing Request in a 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 be approved by the Administrative Agent), appropriately completed and signed by the applicable a Responsible Officer of such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(ia) whether such Borrowing is to be a Borrowing the identity of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe Borrower;
(iib) the Class of such Borrowing;
(c) the aggregate amount of the requested Borrowing;
(iiid) the currency of such Borrowing;
(e) the date of such Borrowing, which shall be a Business Day;
(ivf) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a LIBO Rate Borrowing, a Canadian Prime Rate Borrowing, a Canadian Base Rate Borrowing or a Eurocurrency BA Borrowing;
(vg) in the case of a Eurocurrency LIBO Rate Borrowing or BA Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vih) the location and number of the applicable Borrower’s account or any other designated account(s) to which funds are to be disburseddisbursed (the “Funding Account”). If If, with respect to Revolving Loans denominated in Canadian Dollars, no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Canadian Prime Rate Borrowing. If, with respect to Revolving Loans denominated in Dollars, no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing or Canadian Base Rate Borrowing, as applicable. Revolving Loans denominated in any Alternate Currency shall be LIBO Rate Borrowings. If no Interest Period is specified with respect to any requested Eurocurrency LIBO Rate Borrowing or BA Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the The Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s the Revolving Loan to be made as part of the requested Borrowing (x) in the case of any ABR Borrowing, Canadian Base Rate Borrowing or Canadian Prime Rate 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 LIBO Rate Borrowing or BA Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section 2.03. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the currency in which such Revolving Loan was originally denominated and re-borrowed in the relevant other currency.
Appears in 2 contracts
Samples: Credit Agreement (Hillman Companies Inc), Abl Credit Agreement (Hillman Companies Inc)
Requests for Borrowings. (A) To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone telephone, not later than 12:00 p.m., New York City time, (a1) in the case of a Eurocurrency Borrowingrequest for a Base Rate Loan, not later than 2:00 p.m., Local Time, three Business Days before on the date of business day prior to the proposed Borrowing day the Borrower designates therein as the Disbursement Date or (b2) in the case of an ABR Borrowing not later than 12:00 noon, Local Timea request for a LIBOR Loan, on the date of that is no less than three LIBOR Business Days prior to the proposed BorrowingDisbursement Date. Each such telephonic Borrowing Request request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means facsimile to the Administrative Agent of a written Borrowing Request notice (the “Notice of Borrowing”) in a the form attached as Exhibit B approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic request and written Notice of Borrowing Request shall specify the following information in compliance with this Section 2.022.01:
(i1) whether such Borrowing that a Revolving Loan is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansrequested;
(ii2) the aggregate amount of the requested Borrowing;
(iii) the date of such BorrowingDisbursement Date, which shall be a Business Day;
(iv3) subject to Section 2.02(c), whether such Borrowing is the aggregate principal amount to be an ABR borrowed; and
(4) whether the Borrowing shall be composed of Base Rate Loans, LIBOR Loans, or a Eurocurrency Borrowing;combination thereof, and if LIBOR Loans are requested, the Interest Period(s) therefor.
(vB) If the Borrower shall fail to specify in any such Notice of Borrowing (i) an applicable Interest Period in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed. If no election as to the Type of Borrowing is specifiedLIBOR Loan, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers such notice shall be deemed to have selected be a request for an Interest Period of one (1) month’s duration. Promptly following receipt , or (ii) the type of Revolving Loan requested, then such notice shall be deemed to be a request for a LIBOR Loan hereunder.
(C) Not later than 1:00 p.m. New York City time on the Business Day on which the Notice of Borrowing Request in accordance with this Section 2.03is received, the Administrative Agent shall promptly advise each Lender of the details thereof and shall advise each Lender of the amount of such Lender’s Revolving Loan to be made as part of the requested Borrowing.
Appears in 2 contracts
Samples: Credit Agreement (Cemex Sa De Cv), Credit Agreement (Cemex Sa De Cv)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency BorrowingBorrowing denominated in US Dollars, not later than 2:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of an ABR a Eurocurrency Borrowing denominated in a Designated Foreign Currency, not later than 12:00 noon11:00 a.m., Local Time, on four Business Days before the date of the proposed Borrowing, or (c) in the case of an ABR Borrowing, not later than 10:00 a.m., San Francisco time, the Business Day of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether the Borrower requesting such Borrowing (or on whose behalf the Company is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansrequesting such Borrowing);
(ii) the currency and aggregate principal amount of the requested Borrowing;
(iii) the date of such the requested Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such the requested Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. If no currency is specified with respect to any requested Eurocurrency Borrowing, then the relevant Borrower shall be deemed to have selected US Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (i) in the case of a Borrowing denominated in US Dollars, an ABR Borrowing and (ii) in the case of a Borrowing denominated in a Designated Foreign Currency, a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender that will make a Revolving Loan as part of the requested Borrowing of the details thereof and of the amount of such Lender’s Revolving Loan to be made as part of the requested Borrowing.
Appears in 2 contracts
Samples: Credit Agreement (Valspar Corp), Credit Agreement (Valspar Corp)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or other than a Term BorrowingSwingline Loan, a Financial Officer of the applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy) at the telephone number specified in Section 10.01 for borrowing requests, (a) in the case of a Eurocurrency Eurodollar Borrowing, not later than 2:00 p.m.11:00 a.m., Local TimeHouston, Texas time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon11:00 a.m., Local TimeHouston, Texas time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(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 electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iiiii) the date of such Borrowing, which shall be a Business Day;
(iii) the Class of such Borrowing;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Eurodollar Borrowing;
(v) in the case of a Eurocurrency Eurodollar Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. 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 Eurocurrency Eurodollar Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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 2 contracts
Samples: Credit Agreement (Quanex Building Products CORP), Credit Agreement (Quanex Corp)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or Borrowing, a Term Borrowingconversion of Loans from one Type to the other or a continuation of Eurocurrency Loans, the applicable Borrower Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request request, which may be given by telephone (a) in the case of a Eurocurrency Borrowingtelephone, not later than 2:00 p.m., Local Time,
(i) three Business Days before prior to the requested date of the proposed any Borrowing of, conversion to or continuation of Eurocurrency Loans (bother than any Eurocurrency Loans denominated in a Special Notice Currency) or of any conversion of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency) to Base Rate Loans, (ii) four Business Days in the case of Eurocurrency Loans denominated in a Special Notice Currency prior to the requested date of any Borrowing or continuation of Eurocurrency Loans denominated in a Special Notice Currency, and (iii) one Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided, however, that if such Borrower wishes to request Eurocurrency Loans having an ABR Borrowing Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon, Local Time, on 2:00 p.m.
(i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency), or (ii) five Business Days prior to the proposed requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in a Special Notice Currency, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 2:00 p.m., (i) three Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency), or (ii) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in a Special Notice Currency, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each such telephonic Borrowing Request shall be irrevocable and and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent attached hereto as Exhibit E and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether the Class of Loans to which such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansRequest relates;
(ii) the aggregate amount of the requested Borrowing, conversion or continuation;
(iii) the date of such Borrowing, conversion or continuation, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing Borrowing, conversion or continuation is to be an ABR a Base Rate Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing of Alternative Currency Revolving Loans, the currency in which such Borrowing is to be made, which shall be Dollars or an Alternative Currency;
(vi) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and;
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06;
(viii) whether the applicable Borrower is requesting a new Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Loans; and
(ix) the Type of Loans to be borrowed or to which existing Loans are to be converted. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars to either Borrower, the requested Revolving Borrowing shall be a Base Rate Borrowing. In the case of a failure to timely request a conversion or continuation of Eurocurrency Loans, such Loans shall be continued as Eurocurrency Loans in their original currency with an ABR BorrowingInterest Period of one month’s duration. If no Interest Period is specified with respect to any requested Eurocurrency BorrowingBorrowing or conversion or continuation of Eurocurrency Loans, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount (and currency) of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
Appears in 2 contracts
Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower Representative shall notify the Administrative Agent of such request either in writing (delivered by hand, facsimile or emailed in pdf format) in a form approved by the Administrative Agent and signed by the Borrower Representative or by telephone not later than (a) in the case of a Eurocurrency CDOR Borrowing, not later than 2:00 p.m.11:00 a.m., Local Time, four (4) Business Days before the date of the proposed Borrowing, (b) in the case of a LIBOR Borrowing or EURIBOR Borrowing, 11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing or (bc) in the case of an ABR Borrowing not later (other than 12:00 a Swingline Borrowing), noon, Local Time, on the date of the proposed Borrowing; provided that any such 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 delivery, facsimile or electronic means emailed in pdf format to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing the name of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe applicable Borrower(s);
(ii) the currency and aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether the Type of such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;; and
(v) in the case of a Eurocurrency LIBOR Borrowing, CDOR Borrowing or EURIBOR Borrowing, 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 .” Any Borrowing Request that shall fail to specify any of the applicable Borrower’s account to which funds are to information required by the preceding provisions of this paragraph may be disbursed. If no election as rejected by the Administrative Agent if such failure is not corrected promptly after the Administrative Agent shall give written or telephonic notice thereof to the Type Borrower Representative and, if so rejected, will be of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one month’s durationforce or effect. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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 2 contracts
Samples: Credit Agreement (Urban Outfitters Inc), Credit Agreement (Urban Outfitters Inc)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a (a) Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other and each continuation of Adjusted Eurocurrency Rate Loans shall be made upon notice by the applicable Borrower shall notify to the Administrative 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 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 (i) 1:00 p.m. three Business Days prior to the requested day of such request by telephone any Borrowing or continuation of Adjusted Eurocurrency Rate Loans (a) or one Business Day in the case of a any Adjusted Eurocurrency BorrowingRate Borrowing to be made on the Closing Date) or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (or, in each case, such later time as is acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request 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 Parent Borrower must be received by the Administrative Agent not later than 2:00 p.m.1:00 p.m. four Business Days prior to the requested date of the relevant Borrowing, Local Timeconversion or continuation (or such later time as is acceptable to the Administrative Agent), 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 proposed Borrowing 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.
(b) in the case of an ABR Borrowing not later than 12:00 noon, 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 of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be 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 Adjusted Eurocurrency Borrowing, Rate Borrowing then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the requested Borrowing (i) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (ii) in the case of any Adjusted Eurocurrency Rate Borrowing, no later than one Business Day following receipt of a 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 such Lender’s Loan to be made as part of the requested BorrowingSection.
Appears in 2 contracts
Samples: Credit Agreement (Certara, Inc.), Credit Agreement (Certara, Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request by telephone (a) by irrevocable written notice (via a written Borrowing Request in a form approved by 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 a Eurocurrency Borrowing, not later than 2:00 p.m.11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower, or the Company on its behalf) not later than 11:00 a.m., Local Time, four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing Borrowing, not later than 12:00 noon10:00 a.m., Local TimeNew York City time, on 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 2.06(e) 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 hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing the name of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe applicable Borrower;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing and whether such Borrowing is to be a Revolving Borrowing or a Term Loan Borrowing;
(v) in the case of a Eurocurrency Borrowing, the Agreed Currency and 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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 2 contracts
Samples: Credit Agreement (Fuller H B Co), Credit Agreement (Fuller H B Co)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Each Borrowing, each conversion from one Type to the other, and each continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans shall be made upon irrevocable notice by the applicable Borrower shall notify (or the Lead Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of a 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 permitted acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such request acquisition, investment or repayment or redemption of Indebtedness). Each such notice must be in writing and must be received by telephone the Administrative Agent (aby hand delivery, fax or other electronic transmission (including “.pdf” or “.tiff”)) not later than 2:00 p.m. (i) three (3) Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans (or two Business Days in the case of a Eurocurrency any Borrowing of LIBO Rate Loans denominated in Dollars to be made on the Closing Date), (ii) four Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans denominated in a currency other than Dollars (or one Business Day in the case of any Borrowing of LIBO Rate Loans denominated in a currency other than Dollars to be made on the Closing Date) or (iii) by 12:00 p.m. (Noon) on the requested date of any Borrowing of ABR Revolving Loans, Canadian Base Rate Revolving Loans or Canadian Prime Rate Revolving Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Rate Revolving Loans or CDOR Revolving 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 (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 2:00 p.m.p.m. four (4) Business Days prior to the requested date of such Borrowing (or such later time as shall be reasonably acceptable to the Administrative Agent), Local Timeconversion 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 acceptable to them and (B) not later than 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the proposed Borrowing Administrative Agent shall notify the applicable Borrower whether or (b) in not the case of an ABR Borrowing not later than 12:00 noon, Local Time, on requested Interest Period is available to the date of the proposed Borrowingappropriate Lenders. Each such telephonic written notice with respect to a Borrowing Request by the applicable Borrower pursuant to this Section 2.03 shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means delivered to the Administrative Agent in the form of a written Borrowing Request in a 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 be approved by the Administrative Agent), appropriately completed and signed by the applicable a Responsible Officer of such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(ia) whether such Borrowing is to be a Borrowing the identity of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe Borrower;
(iib) the Class of such Borrowing;
(c) the aggregate amount of the requested Borrowing;
(iiid) the currency of such Borrowing;
(e) the date of such Borrowing, which shall be a Business Day;
(ivf) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a LIBO Rate Borrowing, a Canadian Prime Rate Borrowing, a Canadian Base Rate Borrowing or a Eurocurrency CDOR Borrowing;
(vg) in the case of a Eurocurrency LIBO Rate Borrowing or 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
(vih) the location and number of the applicable Borrower’s account or any other designated account(s) to which funds are to be disburseddisbursed (the “Funding Account”). If If, with respect to Revolving Loans denominated in Canadian Dollars, no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Canadian Prime Rate Borrowing. If, with respect to Revolving Loans denominated in Dollars, no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing or Canadian Base Rate Borrowing, as applicable. Revolving Loans denominated in any Alternate Currency shall be LIBO Rate Borrowings. If no Interest Period is specified with respect to any requested Eurocurrency LIBO Rate Borrowing or CDOR Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the The Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s the Revolving Loan to be made as part of the requested Borrowing (x) in the case of any ABR Borrowing, Canadian Base Rate Borrowing or Canadian Prime Rate 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 LIBO Rate Borrowing or CDOR Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section 2.03. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the currency in which such Revolving Loan was originally denominated and re-borrowed in the relevant other currency.
Appears in 2 contracts
Samples: Abl Credit Agreement (Hayward Holdings, Inc.), Abl Credit Agreement (Hayward Holdings, Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term (a) Each Borrowing, each conversion of Loans from one Type to the applicable Borrower other, and each continuation of Eurocurrency Loans shall notify be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than (i) 1:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Loans denominated in Dollars or any conversion of ABR Loans to Eurocurrency Loans, (ii) 1:00 p.m. (New York City time) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Loans denominated in an Alternative Currency and (iii) 11:00 a.m. (New York City time) on the requested date of any Borrowing of ABR Loans; provided, however, that if the Borrower wishes to request Eurocurrency Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request by telephone (a) in and determine whether the case requested Interest Period is acceptable to all of a Eurocurrency Borrowing, not them. Not later than 2:00 p.m., Local Time11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the proposed Borrowing Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or (b) in not the case of an ABR Borrowing not later than 12:00 noon, Local Time, on requested Interest Period has been consented to by all the date of the proposed BorrowingLenders. Each such telephonic Borrowing Request shall be irrevocable and shall notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent Request, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing of, conversion to or continuation of Eurocurrency Loans shall be a Dollar Equivalent of approximately $1,000,000 or a whole multiple of approximately $500,000 in excess thereof. Except as provided in Section 2.05, each Borrowing of or conversion to ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing Request (whether telephonic or written) shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing the Borrower is to be requesting a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other a conversion of Revolving Loans from one Type to the other, or a continuation of Eurocurrency Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount requested date of the requested Borrowing;
(iii) the date of such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day;
), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) subject to Section 2.02(c), whether such Borrowing is the currency in which the Loans to be an ABR Borrowing or a Eurocurrency Borrowing;
borrowed are to be denominated, (v) in the case Type of a Eurocurrency Borrowing, the initial Interest Period Loans to be applicable thereto, borrowed or to which shall existing Revolving Loans are to be a period contemplated by the definition of the term “Interest Period”; and
converted and (vi) if applicable, the location and number duration of the applicable Borrower’s account to which funds are to be disbursedInterest Period with respect thereto. If no election as the Borrower fails to the specify a Type of Loan in a Borrowing is specifiedRequest or fails to give a timely notice requesting a conversion or continuation, then the requested Borrowing applicable Revolving Loans shall be made as, or converted to, ABR Loans (unless the Loan being made or continued is denominated in an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency BorrowingAlternative Currency, then the Borrowers in which case it shall be deemed to have selected made or continued as a Eurocurrency Loan with an Interest Period of one month’s duration). Promptly following Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Loans in any such Borrowing Request, but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurocurrency Loans denominated in an Alternative Currency), it will be deemed to have specified an Interest Period of one month. If no currency is specified in a Borrowing Request, the requested Borrowing shall be in Dollars.
(b) Following receipt of a Borrowing Request in accordance with this Section 2.03Request, the Administrative Agent shall advise promptly notify each applicable Lender of the amount (and currency) of its pro rata share of the Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each applicable Lender of the details thereof of any automatic conversion to ABR Loans or continuation of Loans denominated in an Alternative Currency described in Section 2.03(a). In the case of each Borrowing, each applicable Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for Dollars or the applicable Alternative Currency, as the case may be, not later than 9:00 a.m. or, in the case of ABR Loans, 1:00 p.m. (New York City time, if such Loan is in Dollars, or, otherwise, London time) on the Business Day specified in the applicable Borrowing Request. Upon satisfaction of the conditions set forth in Section 4.02 (and, with respect to Loans, if any, made on the Closing Date, the conditions set forth in Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with such amount in immediately available funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided that if, on the date a Borrowing Request with respect to a Borrowing of Revolving Loans is given by the Borrower, there are LC Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such LC Borrowings, and second, to the Borrower as provided above.
(c) Except as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Loan. During the existence of an Event of Default, the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Loans.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that ABR Loans are outstanding, the Administrative Agent shall notify the Borrower and the applicable Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect at one time unless otherwise agreed between the Borrower and the Administrative Agent.
(f) Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Overnight Rate plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.03(f) shall be conclusive in the absence of manifest error. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing and the Administrative Agent shall promptly remit to Borrower any amounts previously paid by Borrower in respect of such Borrowing under this Section 2.03. Any payment by the Borrower shall be made as part of without prejudice to any claim the requested BorrowingBorrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Tradeweb Markets Inc.), Credit Agreement (Tradeweb Markets Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) by telephone in the case of a Eurocurrency BorrowingBorrowing denominated in U.S. Dollars, not later than 2:00 p.m.12:00 noon, Local Time, three (3) Business Days before the date of the proposed Borrowing or Borrowing, (b) by irrevocable written notice (via hand delivery, email or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower) in the case of a Eurocurrency Borrowing denominated in an Agreed Currency other than U.S. Dollars, not later than 11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing, or (c) by telephone in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local Time, on the date of the proposed Borrowing (so long as such day is a Business Day); provided that any such notice of an ABR Revolving 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., 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 delivery, e-mail or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing in respect of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested BorrowingBorrowing and the Agreed Currency in which such Borrowing is to be denominated;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in U.S. Dollars, the requested Borrowing shall be an be, if then available, a Eurocurrency Borrowing with a one-month Interest Period (with ABR Borrowingotherwise being applied). If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(but in any event on the same Business Day such Borrowing Request is received by the Administrative Agent (or, if received later than the time specified above, on the following Business Day)), 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 2 contracts
Samples: Credit Agreement (Quad/Graphics, Inc.), Credit Agreement (Quad/Graphics, Inc.)
Requests for Borrowings. To request a Revolving Facility Loan Borrowing and/or a or Term Loan Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone hand delivery or facsimile to the Administrative Agent of an executed written Borrowing Request (a) in the case of a Eurocurrency BorrowingBorrowing in U.S. Dollars, not later than 2:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing (or, in the case of any Eurocurrency Borrowing in U.S. Dollars to be made on the Refinancing Date, such shorter period of time as may be agreed to by the Administrative Agent and the Lenders), (b) in the case of a Eurocurrency Borrowing in a currency other than U.S. Dollars or a EURIBOR Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the proposed Borrowing (or, in the case of any Eurocurrency Borrowing in a currency other than U.S. Dollars or any EURIBOR Borrowing to be made on the Closing Date, such shorter period of time as may be agreed to by the Administrative Agent) or (bc) in the case of an ABR Borrowing or a Term B-2 Loan Borrowing, not later than 12:00 noon11:00 a.m., Local Time, on the date day 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 of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrowerirrevocable. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) the Borrower requesting such Borrowing;
(ii) whether such the requested Borrowing is to be a Term B-1 Loan Borrowing, a Term B-2 Loan Borrowing, an Incremental Term Loan Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, a particular Series or a Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Loan Borrowing;
(iii) the currency and aggregate amount of such Borrowing;
(iv) the date of such Borrowing, which shall be a Business Day;
(ivv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a Eurocurrency Borrowing or a Eurocurrency EURIBOR Borrowing, if applicable;
(vvi) in the case of a Eurocurrency Borrowing or a EURIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”"; and
(vivii) the location Applicable Funding Account or, in the case of any Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement. Notwithstanding anything to the contrary contained in Section 2.13(a), ABR Loans made on the Closing Date shall accrue interest from the Closing Date through and number including two Business Days following the Closing Date at the Applicable Rate for Eurocurrency Loans of the applicable Borrower’s account Class plus a rate per annum equal to which funds are to be disbursed(x) the Prime Rate less (y) 2.50%. If no election as to the Type of Borrowing is specified, then (other than with respect to a Term B-2 Loan Borrowing), if the specified currency of such Borrowing is (a) U.S. Dollars, the requested Borrowing shall be an ABR Borrowing, (b) Euro, the requested Borrowing shall be a EURIBOR Borrowing and (c) Sterling or any other Alternative Currency, the requested Borrowing shall be a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing or EURIBOR Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. If no currency is specified with respect to any requested Revolving Loan, the applicable Borrower shall be deemed to have specified U.S. Dollars. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Samples: Refinancing Facility Agreement (Minerals Technologies Inc)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or or a Term Loan Borrowing, the applicable Borrower Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request by telephone (a) by irrevocable written notice (via a written Borrowing Request 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 a Eurocurrency Borrowing, not later than 2:00 p.m.12:00 noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request signed by such Borrower, or the Company on its behalf) not later than three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local TimeChicago time, on the date Business Day of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery delivery, telecopy or electronic means e-mail in accordance with Section 9.01 to the Administrative Agent of a written Borrowing Request in a form approved signed by the Administrative Agent and signed by applicable Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing the name of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe applicable Borrower;
(ii) the aggregate principal amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing and whether such Borrowing is a Revolving Borrowing, a Dollar Term Loan Borrowing or a Euro Term Loan Borrowing;
(v) in the case of a Eurocurrency Borrowing, the Agreed Currency and 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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. To request a Revolving Facility Borrowing and/or a Term Borrowing, a conversion of Loans from one Type to the applicable other or a continuation of Eurodollar Loans, the Borrower shall notify the Administrative Agent of such request, which may be given by telephone, not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Loans or of any conversion of Eurodollar Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by telephone the Administrative Agent not later than 11:00 a.m.
(ai) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurodollar Loans, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than noon, (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurodollar Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each Borrowing Request shall be irrevocable and, in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and Request, shall be confirmed promptly by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent attached hereto as Exhibit E and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether the Class of Loans to which such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansRequest relates;
(ii) the aggregate amount of the requested Borrowing, conversion or continuation;
(iii) the date of such Borrowing, conversion or continuation, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing Borrowing, conversion or continuation is to be an ABR a Base Rate Borrowing or a Eurocurrency Eurodollar Borrowing;
(v) in the case of a Eurocurrency Eurodollar Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06; and
(vii) whether the Borrower is requesting a new Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Loans. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. In the case of a failure to timely request a conversion or continuation of Eurodollar Loans, such Loans shall be converted to Base Rate Loans on the last day of the applicable Interest Period. If no Interest Period is specified with respect to any requested Eurocurrency BorrowingEurodollar Borrowing or conversion or continuation of Eurodollar Loans, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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. Except as otherwise provided herein, a Eurodollar Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Loans without the consent of the Required Lenders.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, a conversion of Loans from one Type to the applicable other or a continuation of Eurocurrency Loans or Alternative Currency Term Rate Loans, the Borrower shall irrevocably notify the Administrative Agent of such request by (A) telephone or (aB) a written Borrowing Request in a form attached hereto as Exhibit C or such other form as may be approved by the case of Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date Responsible Officer of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such Borrower; provided that any telephonic Borrowing Request shall be irrevocable and shall notice must be confirmed promptly immediately by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request. Each such Borrowing Request in a form approved must be received by the Administrative Agent not later than noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Loans or of any conversion of Eurocurrency Loans to Base Rate Loans, (ii) three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Alternative Currency Loans or, in the case of Alternative Currency Term Rate Loans, any continuation thereof, and signed (iii) on the requested date of any Borrowing of Base Rate Loans or LIBOR Daily Floating Rate Loans; provided, however, that if the Borrower wishes to request Eurocurrency Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency 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 applicable BorrowerLenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency 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 has been consented to by all the applicable Lenders. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing, conversion or continuation;
(iiiii) the date of such Borrowing, conversion or continuation, which shall be a Business Day;
(iii) whether such Borrowing, conversion or continuation is to be a Base Rate Borrowing, a Eurocurrency Borrowing, a LIBOR Daily Floating Rate Borrowing, or an Alternative Currency Borrowing;
(iv) subject to Section 2.02(c), whether the currency in which such Borrowing is to be made, which shall be Dollars or an ABR Borrowing or a Eurocurrency BorrowingAlternative Currency;
(v) in the case of a Eurocurrency Borrowing or an Alternative Currency Term Rate Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06;
(vii) whether the Borrower is requesting a new Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Loans or Alternative Currency Term Rate Loans; and
(viii) the Type of Loans to be borrowed or to which existing Loans are to be converted. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars to the Borrower, the requested Revolving Borrowing shall be a Base Rate Borrowing. In the case of a failure to timely request a conversion or continuation of Eurocurrency Loans or Alternative Currency Term Rate Loans, such Loans shall be continued as Eurocurrency Loans or Alternative Currency Term Rate Loans in their original currency, as applicable, with an ABR BorrowingInterest Period of one month’s duration. If no Interest Period is specified with respect to any requested Eurocurrency BorrowingBorrowing or Alternative Currency Term Rate Borrowing or conversion or continuation of Eurocurrency Loans or Alternative Currency Term Rate Loans, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount (and currency) of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Eurocurrency Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Loans, LIBOR Daily Floating Rate Loans or Alternative Currency Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Alternative Currency Loans be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof promptly, in the case of Alternative Currency Daily Rate Loans or, on the last day of the then current Interest Period with respect thereto in the case of Alternative Currency Term Rate Loans. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, a conversion of Loans from one Type to the applicable other or a continuation of Eurocurrency Loans, the Borrower shall irrevocably notify the Administrative Agent of such request by (A) telephone or (aB) a written Borrowing Request in a form attached hereto as Exhibit C or such other form as may be approved by the case of Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date Responsible Officer of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such Borrower; provided that any telephonic Borrowing Request shall be irrevocable and shall notice must be confirmed promptly immediately by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request. Each such Borrowing Request in a form approved must be received by the Administrative Agent not later than noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Loans denominated in Dollars or of any conversion of Eurocurrency Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Loans denominated in Alternative Currencies, and signed (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurocurrency Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than noon (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in Dollars, 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 Eurocurrency Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the applicable BorrowerLenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency 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, conversion or continuation of Eurocurrency Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii2.02:(i) the aggregate amount of the requested Borrowing, conversion or continuation;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be 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 Eurocurrency Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a 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 such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a an Incremental Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request in writing in the form of a Borrowing Request signed by telephone the Borrower by hand delivery or electronic means (a) in the case of a Eurocurrency SOFR Borrowing, not later than 2:00 p.m.12:00 noon, Local Time, three (x) at least five (5) Business Days before the date in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount less than $5,000,000, and (y) at least fifteen (15) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount greater than or equal to $5,000,000 or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon11:00 a.m. Local Time, (x) at least five (5) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount less than $5,000,000, and (y) at least fifteen (15) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount greater than or equal to $5,000,000 provided, that, (i) to request a SOFR Borrowing or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request in writing (which may be by electronic means) not later than 5:00 p.m., Local Time, on one Business Day prior to the date Closing Date (or such later time as the Administrative Agent may agree), and (ii) any such notice of an Incremental Term Borrowing may be given at such time as provided in the proposed Borrowingapplicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Loans or Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansas applicable;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business DayDay (the “Borrowing Date”);
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency SOFR Borrowing;
(v) in the case of a Eurocurrency SOFR Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed. If no election as to the currency of any Revolving Facility Borrowing is made, then the requested Borrowing shall be made in Dollars. 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 Eurocurrency SOFR Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a 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 such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Chicken Soup for the Soul Entertainment, Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent (and, in the case of a Revolving Facility Borrowing consisting of Loans denominated in a Foreign Currency, simultaneously to the Sub-Agent) of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local Time, one (1) Business Day before the date of the proposed Borrowing; provided that 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 telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable BorrowerBorrower making such Borrowing Request. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such the requested Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansBorrowing;
(ii) the aggregate amount of the requested BorrowingBorrowing (expressed in Dollars);
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c)in the case of a Borrowing denominated in Dollars, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, the currency and 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 applicable Borrower’s account to which funds are to be disbursed. If no election as to the Type of Revolving Facility Borrowing is specified, then the requested Revolving Facility Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower requesting such Eurocurrency Borrowing shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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. To request a Revolving Facility Borrowing and/or a or Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency BorrowingBorrowing denominated in US dollars, not later than 2:00 p.m.11:00 a.m., Local TimeNew York City time, three Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in Euros, not later than 11:00 a.m., London time, three Business Days before the date of the proposed Borrowing or (bc) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon11:00 a.m., Local TimeNew York City time, on the date day of the proposed Borrowing. Each such telephonic request shall be made by hand delivery or facsimile to the Administrative Agent of an executed written Borrowing Request shall be irrevocable and shall be (or, in the case of any Borrowing denominated in US dollars, by telephone notification, confirmed promptly by hand delivery or electronic means facsimile to the Administrative Agent of a an executed written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable BorrowerRequest). Each such telephonic and written Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:
(i) whether such the requested Borrowing is to be a US Dollar Tranche Term Borrowing, a Euro Tranche Term Borrowing, an Incremental Term Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, a particular Series or a Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansBorrowing;
(ii) the aggregate amount of the requested such Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c)in the case of a requested Borrowing denominated in US dollars, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account of the Borrower to which funds are to be disburseddisbursed or, in the case of any ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement. If In the case of a requested Borrowing denominated in US dollars, 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 Borrowing denominated in Euros or any other requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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.
Appears in 1 contract
Samples: Credit Agreement (GFI Software S.A.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower Agent shall notify the Administrative Agent Agent, of such request either in writing (delivered by telephone hand, facsimile, or via a pdf or similar file attached to an email, substantially in the form attached hereto as Exhibit B-1 and signed by the Borrower Agent (a) with respect to U.S. Revolving Loans or Global Revolving Loans denominated in Dollars, (i) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.noon, Local Time, three (3) Business Days before the date of the proposed Borrowing Borrowing, or (bii) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local Time, on the date of the proposed Borrowing; (b) with respect to Global Revolving Loans denominated in Canadian Dollars, (i) in the case of a BA Drawing, not later than 3:00 p.m., Local Time, three (3) Business Days before the date of the proposed Borrowing, and (ii) in the case of a Canadian Prime Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing and (c) with respect to Global Revolving Loans denominated in Sterling, Euro or Pesos, not later than 11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent attached hereto as Exhibit B-1 and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing the identity of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe Borrower;
(ii) the currency and aggregate amount of the requested BorrowingBorrowing and the Class of Loans being borrowed;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), the Facility under which such Borrowing will be made;
(v) whether such Borrowing is to be an ABR Borrowing Borrowing, a Canadian Prime Rate Borrowing, a BA Drawing or a Eurocurrency Borrowing;
(vvi) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and;
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06; and
(viii) in the case of a BA Drawing, the initial Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period.” If no currency is specified with respect to any Eurocurrency Revolving Borrowing, then the applicable Borrower shall be deemed to have selected Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (i) in the case of a Borrowing denominated in Dollars, an ABR Borrowing, (ii) in the case of a Borrowing denominated in Canadian Dollars, a Canadian Prime Rate Borrowing, and (iii) in the case of a Borrowing denominated in an Alternative Currency (other than Canadian Dollars), a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no Contract Period is specified with respect to a BA Drawing, then the applicable Borrower shall be deemed to have selected a Contract Period of 30 days. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each applicable 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. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency BorrowingLIBOR Borrowing denominated in US Dollars, not later than 2:00 p.m.11:00 a.m., Local TimeNew York City time, three Business Days before the date of the proposed Borrowing or (or, in the case of any LIBOR Borrowing denominated in US Dollars to be made on the Closing Date, such shorter period of time as may be agreed to by the Administrative Agent), (b) in the case of a LIBOR Borrowing denominated in an ABR Borrowing Alternative Currency, not later than 12:00 noon11:00 a.m., Local TimeNew York City time, four Business Days (or five Business Days in the case of a Special Notice Currency) 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 date of the proposed Borrowing; provided, that, if such Borrower wishes to request LIBOR Loans having an Interest Period other than 1, 2, 3 or 6 months in duration as provided in the definition of “Interest Period” (other than in the case of the Non-Standard Interest Period), the applicable notice must be received by the Administrative Agent not later than 11:00 a.m., New York City time, (w) four Business Days prior to the requested date of such LIBOR Borrowing denominated in US Dollars, or (x) five Business Days (or six (6) Business Days in the case of a Special Notice Currency) prior to the requested date of such LIBOR Borrowing denominated in an Alternative Currency, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them and, not later than 11:00 a.m., New York City time, (y) three Business Days before the requested date of such LIBOR Borrowing denominated in US Dollars, or (z) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such LIBOR Borrowing denominated in an Alternative Currency, the Administrative Agent shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such telephonic Borrowing Request request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means fax to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable BorrowerRequest. Each such telephonic request and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether the applicable Borrower requesting such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansBorrowing;
(ii) the aggregate amount of the requested BorrowingBorrowing and the currency of such Borrowing (which shall be US Dollars or an Alternative Currency);
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c)in the case of a requested Borrowing denominated in US Dollars, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency LIBOR Borrowing;
(v) in the case of a Eurocurrency LIBOR Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed. If no currency is specified with respect to any requested LIBOR Borrowing, then the applicable Borrower shall be deemed to have 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, and (B) in the case of a Borrowing denominated in an Alternative Currency, a LIBOR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency LIBOR Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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. To request a Revolving Facility Borrowing and/or a or Term Borrowing, the applicable Borrower shall notify the First Lien Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Eurodollar Borrowing, not later than 2:00 p.m., Local TimeXxx Xxxx Xxxx xxxx (xx Xxxxxx, Xxxxxxx time in the case of any Eurodollar Revolving Borrowing or RFR Borrowing in an Alternative Currency (other than Canadian Dollars)), three (3) Business Days before the date of the proposed Borrowing (or, in the case of any Eurodollar Borrowing to be made on the Effective Date, one (1) Business Day) or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon10:00 a.m., Local TimeNew York City time, on the date of Business Day prior to the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means facsimile to the First Lien Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Borrower substantially in the form of Exhibit Q. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02information:
(i) whether such the requested Borrowing is to be a Revolving Borrowing, a Term Borrowing or a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansany other Class (specifying the Class thereof);
(ii) the aggregate amount of the requested such Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Eurodollar Borrowing;
(v) in the case of a Eurocurrency Eurodollar Borrowing or RFR Borrowing, 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 applicable Borrower’s account or accounts 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 Borrowing or Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement;
(vii) that as of the date of such Borrowing, the conditions set forth in Sections 4.02(a) and 4.02(b) are satisfied; and
(viii) in the case of a Revolving Borrowing, 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 only the Revolving 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 Eurocurrency Eurodollar Borrowing or RFR Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have requested that the Borrowing be denominated in Dollars. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the First Lien 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.
Appears in 1 contract
Samples: Credit Agreement (LivaNova PLC)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Each Borrowing, each conversion of Loans from one Type to the applicable other, and each continuation of SOFR Loans or Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower shall notify to the Administrative Agent (provided that notices in respect of any Borrowings to be made in connection with any acquisition, Investment or repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such request acquisition, Investment or repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (aand 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 1:00 p.m.
(i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Loans or Eurocurrency Rate Loans (or one Business Day in the case of a any Borrowing of Initial Term Loans to be made on the Closing Date) and (ii) 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 shall be reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request SOFR Loans or Eurocurrency BorrowingRate 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 2:00 p.m.1:00 p.m. four Business Days prior to the requested date of such Borrowing, Local Timeconversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), 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 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the proposed Borrowing Administrative Agent shall notify the Borrower whether or (b) in not the case of an ABR Borrowing not later than 12:00 noon, Local Time, on requested Interest Period is available to the date of the proposed Borrowingappropriate Lenders. Each such written notice (or confirmation of telephonic notice) with respect to a Borrowing Request pursuant to this Section 2.03 shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means delivered to the Administrative Agent in the form of a written Borrowing Request in a form approved by the Administrative Agent Request, appropriately completed and signed by the applicable a Responsible Officer of a Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(ia) whether the applicable Borrower requesting such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansBorrowing;
(iib) the Class of such Borrowing;
(c) the currency of such Borrowing;
(d) the aggregate amount of the requested Borrowing;
(iiie) the date of such Borrowing, which shall be a Business Day;
(ivf) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a SOFR Borrowing or a Eurocurrency Rate Borrowing;
(vg) in the case of a SOFR Borrowing or Eurocurrency Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vih) the location and number of the applicable Borrower’s account or any other designated account(s) to which funds are to be disburseddisbursed (each, a “Funding Account”). If If, with respect to a Borrowing denominated in Dollars, no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a SOFR Borrowing with an ABR 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 Borrowing or Eurocurrency Rate Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the The Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s the Loan to be made as part of the 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 Borrowing or Eurocurrency 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 (Ranpak Holdings Corp.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Tranche B Dollar Term Borrowing and/or a Tranche B Euro Term Borrowing, the applicable Borrower shall notify the Administrative Agent (and, in the case of a Revolving Facility Borrowing consisting of Loans denominated in a Foreign Currency or a Tranche B Euro Term Borrowing, simultaneously to the Sub-Agent) of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local Time, one (1) Business Day before the date of the proposed Borrowing; provided that 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 telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable BorrowerBorrower making such Borrowing Request. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such the requested Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansBorrowing;
(ii) the aggregate amount of the requested BorrowingBorrowing (expressed in Dollars);
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c)in the case of a Borrowing denominated in Dollars, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, the currency and 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 applicable Borrower’s 's account to which funds are to be disbursed. If no election as to the Type of Revolving Facility Borrowing is specified, then the requested Revolving Facility Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower requesting such Eurocurrency Borrowing shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility (a) Each Borrowing and/or a Term Borrowing(other than Borrowings of Swingline Loans with respect to which this Section 2.03 shall not apply), each conversion of Loans from one Type to the applicable Borrower other, and each continuation of Eurocurrency Loans shall notify be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local TimeNew York City time, on (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Loans denominated in Dollars or any conversion of ABR Loans to Eurocurrency Loans, (ii) four (4) Business Days prior to the proposed Borrowingrequested date of any Borrowing or continuation of Eurocurrency Loans denominated in an Alternative Currency, and (iii) one (1) Business Day before the requested date of any Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable and shall notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent Request, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each such telephonic Borrowing of, conversion to or continuation of Eurocurrency Loans shall be in an amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and written 2.04(c), each Borrowing of or conversion to ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing pursuant to the OMX Delayed Draw Tranche A Commitment shall be in a minimum principal amount of $100,000,000 (or, if less, the entire remaining OMX Delayed Draw Tranche A Commitment). Each Borrowing Request (whether telephonic or written) shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing the Borrower is to be requesting a Borrowing of Tranche A Term A Loans, Incremental Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Loans or Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing a conversion of Term Loans or Other Incremental Term Revolving Loans from one Type to the other, or a continuation of Eurocurrency Loans;
, (ii) the aggregate amount requested date of the requested Borrowing;
(iii) the date of such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day;
), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) subject to Section 2.02(c), whether such Borrowing is the currency in which the Loans to be an ABR Borrowing or a Eurocurrency Borrowing;
borrowed are to be denominated, (v) in the case Type of a Eurocurrency Borrowing, the initial Interest Period Loans to be applicable theretoborrowed or to which existing Term Loans or Revolving Loans are to be converted, which shall be a period contemplated by the definition of the term “Interest Period”; and
and (vi) if applicable, the location and number duration of the applicable Borrower’s account to which funds are to be disbursedInterest Period with respect thereto. If no election as the Borrower fails to the specify a Type of Loan in a Borrowing is specifiedRequest or fails to give a timely notice requesting a conversion or continuation, then the requested Borrowing applicable Term Loans or Revolving Loans shall be made as, or converted to, ABR Loans (unless the Loan being made or continued is denominated in an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency BorrowingAlternative Currency, then the Borrowers in which case it shall be deemed to have selected made or continued as a Eurocurrency Loan with an Interest Period of one month’s duration). Promptly following Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Loans in any such Borrowing Request, but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurocurrency Loans denominated in an Alternative Currency), it will be deemed to have specified an Interest Period of one (1) month. If no currency is specified in a Borrowing Request, the requested Borrowing shall be in Dollars.
(b) Following receipt of a Borrowing Request in accordance with this Section 2.03Request, the Administrative Agent shall advise promptly notify each applicable Lender of the amount (and currency) of its pro rata share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each applicable Lender of the details thereof and of any automatic conversion to ABR Loans or continuation of Loans denominated in an Alternative Currency described in Section 2.03(a). In the case of each Borrowing, each applicable Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for Dollars or the applicable Alternative Currency, as the case may be, not later than 1:00 p.m., New York City time, on the Business Day specified in the applicable Borrowing Request. Upon satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided that if, on the date a Borrowing Request with respect to a Borrowing of Revolving Loans is given by the Borrower, there are LC Borrowings or Swingline Loans outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such LC Borrowings, second, to the prepayment in full of any such Swingline Loans and third, to the Borrower as provided above.
(c) Except as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Loan. During the existence of an Event of Default, the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Loans.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that ABR Loans are outstanding, the Administrative Agent shall notify the Borrower and the applicable Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent.
(f) [Reserved].
(g) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Overnight Rate plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.03(g) shall be conclusive in the absence of manifest error. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing and the Administrative Agent shall promptly remit to Borrower any amounts previously paid by Borrower in respect of such Borrowing under this Section 2.03. Any payment by the Borrower shall be made as part of without prejudice to any claim the requested BorrowingBorrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request by telephone (a) by irrevocable written notice (via a written Borrowing Request in a form approved by 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 a Eurocurrency Borrowing, not later than 2:00 p.m.12:00 noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower, or the Company on its behalf) not later than four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local TimeNew York City time, on 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 2.06(e) may be given 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 electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing the name of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe applicable Borrower;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing;
(v) in the case of a Eurocurrency Borrowing, the Agreed Currency and 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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 (Coach Inc)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a or Term Borrowing, the applicable Borrower (or the Company on its behalf) shall notify submit a Borrowing Request, signed by its Authorized Officer, to the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency BorrowingLIBOR Borrowing denominated in US Dollars, not later than 2:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing or (or, in the case of any LIBOR Term Borrowing, such shorter period of time as may be agreed to in writing by the Administrative Agent), (b) in the case of LIBOR Borrowing denominated in an ABR Borrowing Alternative Currency or a EURIBOR Borrowing, not later than 12:00 noon11:00 a.m., Local 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., Local Time, on the date day of the proposed Borrowing (or, in the case of any ABR Term Borrowing, such later time on such day as may be agreed to in writing by the Administrative Agent). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) the name of the applicable Borrower
(ii) whether such the requested Borrowing is to be a Term Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, or a Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iii) the currency and principal amount of such Borrowing;
(iv) the date of such Borrowing, which shall be a Business Day;
(ivv) subject to Section 2.02(c), whether the Type of such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(vvi) in the case of a Eurocurrency LIBOR Borrowing or a EURIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and;
(vivii) the location and number of the account of the applicable Borrower’s account Borrower to which funds are to be disburseddisbursed (or such other account as may be designated by (or by the Company on behalf of) the applicable Borrower) or, in the case of any ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.20(f), the identity of the Issuing Bank that made such LC Disbursement; and
(viii) in the case of a Borrowing by a Foreign Borrowing Subsidiary, the jurisdiction from which payments of the principal and interest on such Borrowing will be made. If no currency is specified with respect to any requested LIBOR Borrowing, then the applicable Borrower shall be deemed to have 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 and made to the Company or a Domestic Borrowing Subsidiary, an ABR Borrowing, (B) in the case of Borrowing denominated in an Alternative Currency (other than Euros), a LIBOR Borrowing and (C) in the case of a Borrowing denominated in Euros, a EURIBOR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency LIBOR Borrowing or EURIBOR Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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.
Appears in 1 contract
Samples: Credit Agreement (Trimble Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a or Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Eurodollar Borrowing or a CDOR Rate Borrowing, not later than 2:00 p.m.11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon11:00 a.m., Local Time, one Business Day before the dateday of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing or CDOR Rate Borrowing to finance the reimbursement of an LC 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 telecopy or electronic means email to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such the requested Borrowing is to be a Revolving Borrowing, or a Term Borrowing (and, as applicable, the Class of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loanssuch Borrowing);
(ii) the identity of the Borrower and the aggregate amount and currency of the requested such Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a Eurodollar Borrowing or a Eurocurrency CDOR Rate Borrowing;
(v) in the case of a Eurocurrency Eurodollar Borrowing or CDOR Rate Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. If no election as to the Type of a Borrowing by the Parent Borrower in dollars is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Eurodollar Borrowing or CDOR Rate Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a 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 such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request in writing (delivered by hand or fax) or, in the case of a Borrowing denominated in dollars, by telephone or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, and promptly confirmed in writing (a) in the case of a Eurocurrency BorrowingBorrowing denominated in U.S. Dollars, not later than 2:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of an ABR Borrowing Alternate Currency Borrowing, not later than 12:00 noon11:00 a.m., London time, four Business Days before the date of the proposed Borrowing, or (c) in the case of an Alternate Base Rate Borrowing, not later than 11:00 a.m. Local Time, on the date of the proposed Borrowing; provided that any such notice of an Alternate Base Rate 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., 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 delivery, facsimile or electronic means 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 applicable BorrowerBorrower thereunder. Each such telephonic and or written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such the aggregate amount of the requested Borrowing is to be a Borrowing and the identity of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe Borrower;
(ii) the aggregate amount Class of the requested such Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Alternate Base Rate Borrowing, a CDOR Borrowing, an Australian Bank Xxxx Swap Rate Borrowing or a Eurocurrency BorrowingBorrowing and the applicable currency;
(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated for such a Borrowing by the definition of the term “Interest Period”; and
(vi) the name of the applicable Borrower and the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. If no election as to the Type of Borrowing is specified (and the currency is not specified or is specified as dollars), then except in the case of a Borrowing by a Foreign Borrower (which shall be a Eurocurrency Borrowing) the requested Borrowing shall be an Alternate Base Rate Borrowing. If no election as to currency is specified, then the requested Borrowing shall be an ABR denominated in dollars. If no election as to the Class of Borrowing is specified (x) and the currency is specified as a currency other than dollars, then the requested Borrowing shall be made as a Tranche B Borrowing, and (y) and the currency is specified as dollars, then the requested Borrowing shall be made as a Tranche A Borrowing to the extent that there are available Tranche A Revolving Credit Commitments and, to the extent there are not such available commitments, shall be made as a Tranche B Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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. To request a Revolving Facility Borrowing and/or a Term or any conversion or continuation of any Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in writing or other electronic communication acceptable to the case of a Eurocurrency BorrowingAdministrative Agent, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local TimeNew York City time, on at least (a) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Loans or of any conversion of Eurodollar Loans to Base Rate Loans and (b) one (1) Business Day prior to the proposed Borrowingrequested date of any Borrowing of Base Rate Loans; provided that, in each case, no such notice shall be required for any deemed request of a Borrowing to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e). For purposes of clarity, no Borrowing of a Second Out Term Loan or Third Out Term Loan may be requested by the Borrower from and after the Effective Date, excepting a conversion of such Loans from one Type to another or a continuation of Eurodollar Loans. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a substantially the form approved by the Administrative Agent of Exhibit B and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing the Borrower is requesting a Borrowing, a conversion of Loans from one Type of the same Loan to be a Borrowing of Term A Loansthe other (i.e., Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Second Out Term Loans of one Type may only be converted to Second Out Term Loans of another Type), or Other Incremental Term a continuation of Eurodollar Loans;
(ii) the aggregate principal amount of the requested BorrowingLoans to be borrowed, converted or continued;
(iii) the Type of Loans to be borrowed or to which existing Loans are to be converted;
(iv) the date of such Borrowing, conversion or continuation, as the case may be, which shall be a Business Day;
(ivv) subject to Section 2.02(c)if applicable, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowingthe duration of the Interest Period with respect thereto;
(vvi) in the case amount of a Eurocurrency Borrowingthe then effective Borrowing Base and the then effective Aggregate Revolving Elected Commitments, the initial Interest Period current total Credit Exposures (without regard to be applicable thereto, which shall be a period contemplated by the definition of requested Borrowing) and the term “Interest Period”; andpro forma total Credit Exposures (giving effect to the requested Borrowing);
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. If no election as to Each Borrowing Request shall constitute a representation that the Type amount of Borrowing is specified, then the requested Borrowing shall not cause the total Credit Exposures to exceed the total Revolving Commitments (i.e., the lesser of the Aggregate Maximum Credit Amounts, the then effective Borrowing Base and the then effective Aggregate Revolving Elected Commitments). If the Borrower fails to specify a Type of Loan in a Borrowing Request, then the applicable Loans shall be an ABR made as Eurodollar Loans with a one-month Interest Period, provided, that such Borrowing Request is received by Administrative Agent not later than 11:00 a.m. at least three (3) Business Days prior to the requested date of such Borrowing or any conversion or continuation of any Borrowing. If no such notice is not received in accordance with the proviso in the preceding sentence, then such Loans shall be made as Base Rate Loans. If the Borrower fails to give timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Eurodollar Loans with a one-month Interest Period. Any such automatic conversion to Base Rate Loans or Eurodollar Loans with a one-month Interest Period, as applicable, shall be effective as of the last day of the Interest Period is specified then in effect with respect to the applicable Eurodollar Loans. If the Borrower requests a Borrowing or any requested Eurocurrency Borrowingconversion or continuation of any Borrowing in any such Borrowing Request, then the Borrowers shall but fails to specify an Interest Period, it will be deemed to have selected specified an Interest Period of one month’s duration. Promptly following receipt of a 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 such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing, Tranche A Term Borrowing, Euro Tranche B Term Borrowing and/or a or Dollar Tranche B Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone submitting a Borrowing Request (a) in the case of a Eurocurrency Borrowing denominated in dollars or EURIBOR Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of an ABR a Eurocurrency Borrowing denominated in a Permitted Foreign Currency (other than Australian Dollars), not later than 12:00 noon2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing, (c) in the case of a Eurocurrency Borrowing denominated in Australian Dollars, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing or (d) 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 (or, in the case of up to €100,000,000 of ABR Borrowings outstanding of any time, on the date of the proposed Borrowing). Each such telephonic Borrowing Request shall be irrevocable (provided that the Borrowing Request in respect of the initial Borrowings on the Effective Date, or in connection with any acquisition or other investment permitted under Section 6.04, may be conditioned on the closing of the Spin-Off or such acquisition or other investment, as applicable) and shall be confirmed promptly by hand delivery or electronic means facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Financial Officer of the applicable Borrower. Borrower substantially in the form of Exhibit L. Each such telephonic and written Borrowing Request shall specify the following information (to the extent applicable, in compliance with Section Sections 2.01 and 2.02:):
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) specifying the aggregate amount Class of the requested Borrowing;
(ii) the currency and the aggregate amount of such Borrowing;
(iii) the requested date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a Eurocurrency Borrowing or a Eurocurrency EURIBOR Borrowing;
(v) in the case of a Eurocurrency Borrowing or a EURIBOR Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06(a), or, if the Borrowing is being requested to finance the reimbursement of an LC Disbursement denominated in dollars in accordance with Section 2.05(e), the identity of the Issuing Bank that made such LC Disbursement; and
(vii) that as of such date Sections 4.02(a) and 4.02(b) are satisfied. If no election as to the Type of Borrowing is specified, other than with respect to Borrowings denominated in a Permitted Foreign Currency, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing or EURIBOR Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to any requested Revolving Loan, the applicable Borrower shall be deemed to have selected dollars. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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.
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Requests for Borrowings. (a) To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request (a) in the case of a Eurocurrency Borrowing in Dollars, not later than 12:00 noon, Local Time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing in an Alternate Currency, not later than 12:00 noon, Local Time, four (4) Business Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, by telephone, not later than 12:00 noon, Local Time, on the Business Day of the proposed Borrowing; provided, that, to request a Eurocurrency or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not no later than 2:00 5:00 p.m., Local Time, three two Business Days before prior to such date (or such later time as the date of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed BorrowingAdministrative Agent may agree). Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Merger) and (in the case of telephonic requests) shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Initial Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansRevolving Facility Loans of a particular Class, as applicable;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;
(vi) in the case of a Eurocurrency Revolving Facility Borrowing, the currency in which such Borrowing is to be denominated (which shall be Dollars or an Alternate Currency); and
(vivii) the location and number of the applicable Borrower’s account to which funds are to be 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 Eurocurrency Borrowing, Borrowing then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a 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 such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Requests for Borrowings. To request an Additional Term Loan Borrowing or a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower Company shall notify the Administrative Agent of such request by telecopy (or electronic transmission if arrangements for doing so have been approved by the Administrative Agent) of a written Borrowing Request signed by the Company (or, in the case of a Revolving Borrowing denominated in U.S. Dollars, by telephone confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Company) (a) in the case of a Eurocurrency BorrowingEurodollar Borrowing denominated in U.S. Dollars, not later than 2:00 p.m.11:00 a.m., Local TimeNew York City time, three (3) Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of an ABR a Eurodollar Borrowing denominated in a Foreign Currency, not later than 12:00 noon11:00 a.m., Local Time, four (4) 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, one (1) 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 2.06(e) 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 hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether : the Borrower requesting such Borrowing is to Borrowing, which shall be a Borrowing the Dutch Borrower in the case of an Additional Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) Loan Borrowing; the Class and Type of such Borrowing; the aggregate amount of the requested such Borrowing;
(iii) ; the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) ; in the case of a Eurocurrency Eurodollar Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vi) and the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no denomination is specified with respect to any requested Eurodollar Revolving Borrowing, then the requested Borrowing shall be denominated in U.S. Dollars. If no election as to the Type of Revolving Borrowing is specified, then then, in the case of a Revolving Borrowing denominated in U.S. Dollars, the requested Revolving Borrowing shall be an ABR Borrowing, and in the case of a Revolving Borrowing denominated in a Foreign Currency, the requested Revolving Borrowing shall be a Eurodollar Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Eurodollar Borrowing, then the Borrowers Company shall be deemed to have selected an Interest Period of one (1) month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
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Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone delivering a written Borrowing Request substantially in the form of Exhibit C or another form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Financial Officer of the applicable Borrower (a) in the case of a Eurocurrency Term SOFR Borrowing, not later than 2:00 p.m.11:00 a.m., Local TimeNew York City time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Rate Borrowing, not later than 11:00 a.m., New York City time, four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) before the date of the proposed Borrowing, (c) in the case of a Term XXXXX Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing or (bd) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon11:00 a.m., Local TimeNew York City time, on the date Business Day 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 of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing the name of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe applicable Borrower;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a Term SOFR Borrowing, a Eurocurrency Rate Borrowing or a Eurocurrency Term XXXXX Borrowing;
(v) the currency of the Loans to be borrowed;
(vi) in the case of a Term SOFR Borrowing, a Eurocurrency Term Rate Borrowing or a Term XXXXX Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disburseddisbursed which shall comply with the requirements of Section 2.05. If the applicable Borrower fails to specify a currency, then the Borrowing shall be made in Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing; or in the case of Loans denominated in an Alternative Currency, a Eurocurrency Rate Borrowing or Term XXXXX Borrowing, as applicable, with an initial Interest Period of one month (in the case of a Eurocurrency Term Rate Borrowing or a Term XXXXX Borrowing). If no Interest Period is specified with respect to any requested Term SOFR Borrowing, Eurocurrency Term Rate Borrowing or Term XXXXX Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing.
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Requests for Borrowings. To request a Term Loan Borrowing or a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone telecopy of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower (a) or, in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Term Loan Borrowing or (b) a Revolving Borrowing denominated in the case of an ABR Borrowing not later than 12:00 noonU.S. Dollars, Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be by telephone confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower) (a) in the case of a Eurocurrency Borrowing denominated in U.S. Dollars, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency and in the case of an Australian Dollar Borrowing, not later than 11:00 a.m., Local Time, four (4) 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 date of the proposed Borrowing. Each such telephonic and written Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iiiii) the date of such Borrowing, which shall be a Business Day;
(iviii) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, an Australian Dollar Borrowing or a Eurocurrency Borrowing;
(iv) in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;
(v) in the case of a Eurocurrency an Australian Dollar Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. gsdocs\8126959.10 If no denomination is specified with respect to any requested Eurocurrency Borrowing, then the requested Revolving Borrowing shall be denominated in U.S. Dollars. If no election as to the Type of Revolving Borrowing is specified, then then, in the case of a Borrowing denominated in U.S. Dollars, the requested Revolving Borrowing shall be an ABR Borrowing, and in the case of a Borrowing denominated in a Foreign Currency, the requested Revolving Borrowing shall be a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing or Australian Dollar Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
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Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Each Revolving Loan Borrowing, not later than 2:00 p.m.each conversion of Revolving Loans from one Type to the other, Local Timeand each continuation of BSBY Rate Loans shall be made upon irrevocable notice by the Lead Borrower to the Administrative Agent, three Business Days before the date of the proposed Borrowing which may be given by (A) telephone or (bB) a Loan Notice; provided that any telephonic notice must be promptly confirmed in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly writing by hand delivery or electronic means to the Administrative Agent of a Loan Notice (provided that notices in respect of 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, 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 Loan 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 Borrowing Request in Loan Notice, appropriately completed and signed by a form approved Responsible Officer of the Lead Borrower) and must be received by the Administrative Agent and signed (by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
hand delivery, fax or other electronic transmission (including “.pdf” or “.tiff”)) not later than (i) whether such Borrowing is 1:00 p.m. two (2) Business Days prior to be a the requested date of any Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term or continuation of BSBY Rate Loans (or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a one Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) Day in the case of a Eurocurrency Borrowing, the initial Interest Period any BSBY Rate Borrowing to be applicable theretomade on the Closing Date) or any conversion of Base Rate Loans to BSBY Rate Loans, which shall be a period contemplated by and (ii) 1:00 p.m. one Business Day prior to the definition requested date of any Borrowing or conversion to Base Rate Loans (other than Swingline Loans), (or, in each case, such later time as is reasonably acceptable to the term “Interest Period”; andAdministrative Agent).
(vib) the location and number of the applicable Borrower’s account to which funds are to be disbursed. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR a Base Rate Loan Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency BSBY Rate Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the The Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s any Loan to be made as part of the requested Borrowing (x) in the case of any Base Rate Loan Borrowing, on the same Business Day of receipt of a Loan Notice in accordance with this Section or (y) in the case of any BSBY Rate Borrowing, on the same Business Day as the receipt of a Loan Notice in accordance with this Section.
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Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, a conversion of Loans from one Type to the applicable other or a continuation of Eurocurrency Loans, the Borrower shall irrevocably notify the Administrative Agent of such request by (A) telephone or (aB) a written Borrowing Request in a form attached hereto as Exhibit C or such other form as may be approved by the case of Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date Responsible Officer of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such Borrower; provided that any telephonic Borrowing Request shall be irrevocable and shall notice must be confirmed promptly immediately by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request. Each such Borrowing Request in a form approved must be received by the Administrative Agent not later than noon
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Loans denominated in Dollars or of any conversion of Eurocurrency Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Loans denominated in Alternative Currencies, and signed (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurocurrency Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than noon (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in Dollars, 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 Eurocurrency Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the applicable BorrowerLenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency 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, conversion or continuation of Eurocurrency Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing, conversion or continuation;
(iiiii) the date of such Borrowing, conversion or continuation, which shall be a Business Day;
(iii) whether such Borrowing, conversion or continuation is to be a Base Rate Borrowing or a Eurocurrency Borrowing;
(iv) subject to Section 2.02(c), whether the currency in which such Borrowing is to be made, which shall be Dollars or an ABR Borrowing or a Eurocurrency BorrowingAlternative Currency;
(v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06;
(vii) whether the Borrower is requesting a new Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Loans; and
(viii) the Type of Loans to be borrowed or to which existing Loans are to be converted. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars to the Borrower, the requested Revolving Borrowing shall be a Base Rate Borrowing. In the case of a failure to timely request a conversion or continuation of Eurocurrency Loans, such Loans shall be continued as Eurocurrency Loans in their original currency with an ABR BorrowingInterest Period of one month’s duration. If no Interest Period is specified with respect to any requested Eurocurrency BorrowingBorrowing or conversion or continuation of Eurocurrency Loans, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount (and currency) of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
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Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Applicable Agent of such request by telecopy of a written Borrowing Request in the form of Exhibit A or any other form approved by the Applicable Agent and signed by a Responsible Officer of the Company (or, in the case of the Facility Agent, by telephone confirmed promptly by hand delivery or telecopy to the Facility Agent of a written Borrowing Request in the form of Exhibit A or any other form approved by the Facility Agent and signed by a Responsible Officer of the Company) (a) in the case of a Eurocurrency BorrowingLIBOR Borrowing denominated in US Dollars, not later than 2:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of a LIBOR Borrowing denominated in an ABR Borrowing Alternative Currency or a EURIBOR Borrowing, not later than 12:00 noon11:00 a.m., Local Time, on four Business Days before the date of the proposed Borrowing and (c) in the case of an ABR Borrowing, not later than 11:00 a.m., Local Time, one Business Day prior to 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 of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) the Borrower requesting such Borrowing;
(ii) whether such the requested Borrowing is to be a US Tranche Revolving Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, or a Spanish Tranche Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansBorrowing;
(iiiii) the currency and the aggregate amount of the requested Borrowing;
(iiiiv) the date of such Borrowing, which shall be a Business Day;
(ivv) subject to Section 2.02(c), whether the Type of such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(vvi) in the case of a Eurocurrency LIBOR Borrowing or a EURIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vivii) the location and number of the applicable Borrower’s account Applicable Funding Account. If no currency is specified by ICE with respect to which funds are any requested LIBOR Borrowing, it shall be deemed to be disbursedhave selected Euros. If no election as to the Type of a 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 Euros), a LIBOR Borrowing and (C) in the case of a Borrowing denominated in Euros, a EURIBOR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency LIBOR Borrowing or EURIBOR Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Applicable Agent shall advise each Lender that will make a Loan as part of the requested Borrowing of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
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Requests for Borrowings. To request a Term Loan Borrowing or a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone telecopy of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower (a) or, in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Term Loan Borrowing or (b) a Revolving Borrowing denominated in the case of an ABR Borrowing not later than 12:00 noonU.S. Dollars, Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be by telephone confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower) (a) in the case of a Eurocurrency Borrowing denominated in U.S. Dollars, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency and in the case of an Australian Dollar Borrowing, not later than 11:00 a.m., Local Time, four (4) 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 date of the proposed Borrowing. Each such telephonic and written Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iiiii) the date of such Borrowing, which shall be a Business Day;
(iviii) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, an Australian Dollar Borrowing or a Eurocurrency Borrowing;
; 4849-4470-4337.7 (viv) in the case of a Eurocurrency Borrowing, the Agreed Currency and 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 applicable Borrower’s account to which funds are to be 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 Eurocurrency Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a 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 such Lender’s Loan to be made as part of the requested Borrowing.;
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Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.10:00 a.m., Local Time, (x) three Business Days before the date of the any proposed Borrowing denominated in Dollars and (y) four Business Days before the date of any proposed Borrowing denominated in an Alternative Currency or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon10:00 a.m., Local Time, on one Business Day before 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 telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Term B-1 Loans, Other Revolving Term B-2 Loans, Replacement Revolving Loans, Refinancing Term B-3 Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;
(vi) in the case of a Eurocurrency Revolving Facility Borrowing, the currency in which such Borrowing is to be denominated (which shall be Dollars or an Alternative Currency); and
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed. If no election as to the currency of any Revolving Facility Borrowing is made, then the requested Borrowing shall be made in Dollars. If no election as to the Type of Revolving Facility Borrowing or Term Borrowing is specified, then the requested Borrowing shall be (x) an ABR BorrowingBorrowing in the case of Loans denominated in Dollars or (y) a Eurocurrency Borrowing with an Interest Period of one month’s duration in the case of Revolving Facility Loans denominated in an Alternative Currency. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
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Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) by irrevocable written notice (via a written Borrowing Request signed by the applicable Borrower promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 2:00 1:00 p.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request signed by such Borrower) not later than four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing Borrowing, not later than 12:00 noon1:00 p.m., Local TimeNew York City time, one (1) 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 2.06(e) 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 hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate principal amount of the requested Borrowing;
(iiiii) the date of such Borrowing, which shall be a Business Day;
(iviii) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(viv) in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(viv) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Revolving Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars, the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Revolving Borrowing, then the Borrowers relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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. To request a Revolving Facility Borrowing and/or a or Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (other than a request for any Borrowing denominated in a Permitted Foreign Currency, which request shall be made in writing) (a) in the case of a Eurocurrency Borrowing denominated in dollars or a EURIBOR Borrowing, not later than 2:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of an ABR a Eurocurrency Borrowing denominated in a Permitted Foreign Currency, not later than 12:00 noon11:00 a.m., Local TimeLondon 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, 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 denominated in dollars as contemplated by Section 2.05(e) 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 hand delivery delivery, facsimile or other electronic means imaging to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information (to the extent applicable, in compliance with Section Sections 2.01 and 2.02:
): (i) whether such the requested Borrowing is to be a Revolving Borrowing, a Tranche A Term Borrowing or a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other any Incremental Term Loans;
Loan; (ii) the currency and the aggregate amount of the requested such Borrowing;
; (iii) the requested date of such Borrowing, which shall be a Business Day;
; (iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a Eurocurrency Borrowing or a Eurocurrency EURIBOR Borrowing;
; (v) in the case of a Eurocurrency Borrowing or a EURIBOR Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06(a), or, if the Borrowing is being requested to finance the reimbursement of an LC Disbursement denominated in dollars in accordance with Section 2.05(e), the identity of the Issuing Bank that made such LC Disbursement; and (vii) that as of such date Sections 4.03(a) and 4.03(b) are satisfied. If no election as to the Type of Borrowing is specified, other than with respect to Borrowings denominated in a Permitted Foreign Currency, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing or EURIBOR Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to any requested Revolving Loan, the Borrower shall be deemed to have selected dollars. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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.shall
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Vectrus, Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Each Borrowing, each conversion from one Type to the other, and each continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans shall be made upon irrevocable notice by the applicable Borrower shall notify (or the Lead Borrower on behalf of the relevant Borrower) to the Administrative Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent not later than 1:00 p.m.
(i) three Business Days prior to the requested day of such request by telephone any Borrowing, conversion or continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans denominated in Dollars (a) or one Business Day in the case of a Eurocurrency any Borrowing of LIBO Rate Loans denominated in Dollars to be made on the Closing Date), (ii) four Business Days prior to the requested day of any Borrowing, not later conversion or continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans denominated in a currency other than 2:00 p.m., Local Time, three Dollars (or one Business Days before the date of the proposed Borrowing or (b) Day in the case of any Borrowing of LIBO Rate Loans denominated in a currency other than Dollars to be made on the Closing Date) or (iii) on the requested date of any Borrowing of ABR Revolving Loans or Canadian Prime Rate Revolving Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Revolving Loans or CDOR Revolving Loans having an ABR Borrowing 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 (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 12:00 noon, Local Time, on p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the proposed BorrowingAdministrative Agent shall give prompt notice to the relevant Lenders of such request and determine whether the requested Interest Period is available to by all the relevant Lenders. Each such written notice (or confirmation of telephonic notice) with respect to a Borrowing Request by the applicable Borrower pursuant to this Section 2.03 shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means delivered to the Administrative Agent in the form of a written Borrowing Request in a form approved by the Administrative Agent Request, appropriately completed and signed by the applicable a Responsible Officer of such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(ia) whether such Borrowing is to be a Borrowing the identity of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe Borrower;
(iib) the Class of such Borrowing;
(c) the aggregate amount of the requested Borrowing;
(iiid) the currency of such Borrowing;
(e) the date of such Borrowing, which shall be a Business Day;
(ivf) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a LIBO Rate Borrowing, a Canadian Prime Rate Borrowing or a Eurocurrency CDOR Borrowing;
(vg) in the case of a Eurocurrency LIBO Rate Borrowing or 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
(vih) the location and number of the applicable Borrower’s account or any other designated account(s) to which funds are to be disburseddisbursed (the “Funding Account”). If If, with respect to Revolving Loans denominated in Canadian Dollars, no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Canadian Prime Rate Borrowing. If, with respect to Revolving Loans denominated in Dollars, no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. Revolving Loans denominated in Euros, Sterling or any Alternate Currency shall be LIBO Rate Borrowings. If no Interest Period is specified with respect to any requested Eurocurrency LIBO Rate Borrowing or CDOR Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the The Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s the Revolving Loan to be made as part of the requested Borrowing (x) in the case of any ABR Borrowing or Canadian Prime Rate 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 LIBO Rate Borrowing or CDOR Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section 2.03. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the currency in which such Revolving Loan was originally denominated and re-borrowed in the relevant other currency.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, a conversion of Loans from one Type to the applicable other or a continuation of Eurocurrency Loans, the Borrower shall notify the Administrative Agent of such request request, which may be given by telephone telephone, not later than noon (ai) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Loans denominated in Dollars or of any conversion of Eurocurrency Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency BorrowingLoans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurocurrency Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 2:00 p.m.noon (i) four Business Days prior to the requested date of such Borrowing, Local Timeconversion or continuation of Eurocurrency Loans denominated in Dollars, 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 Eurocurrency Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of the proposed Borrowing such Borrowing, conversion or continuation of Eurocurrency Loans denominated in Dollars, or (bii) four Business Days (or five Business days in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in Alternative Currencies, the proposed BorrowingAdministrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each such telephonic Borrowing Request shall be irrevocable and and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent attached hereto as Exhibit C and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing, conversion or continuation;
(iiiii) the date of such Borrowing, conversion or continuation, which shall be a Business Day;
(iii) whether such Borrowing, conversion or continuation is to be a Base Rate Borrowing or a Eurocurrency Borrowing;
(iv) subject to Section 2.02(c), whether the currency in which such Borrowing is to be made, which shall be Dollars or an ABR Borrowing or a Eurocurrency BorrowingAlternative Currency;
(v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06;
(vii) whether the Borrower is requesting a new Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Loans; and
(viii) the Type of Loans to be borrowed or to which existing Loans are to be converted. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars to the Borrower, the requested Revolving Borrowing shall be a Base Rate Borrowing. In the case of a failure to timely request a conversion or continuation of Eurocurrency Loans, such Loans shall be continued as Eurocurrency Loans in their original currency with an ABR BorrowingInterest Period of one month’s duration. If no Interest Period is specified with respect to any requested Eurocurrency BorrowingBorrowing or conversion or continuation of Eurocurrency Loans, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount (and currency) of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
Appears in 1 contract
Samples: Credit Agreement (Mylan Inc.)
Requests for Borrowings. (a) To request a Revolving Facility Borrowing, a Term Loan A Borrowing and/or a Term Loan B Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency BorrowingBorrowing in Dollars, not later than 2:00 p.m.12:00 noon, Local Time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing Borrowing, by telephone, not later than 12:00 noon, Local Time, on the date Business Day of the proposed Borrowing; provided, that, to request a Eurocurrency or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request by telephone no later than 12:00 noon, Local Time, two (2) Business Days prior to such date (or such later time as the Administrative Agent may agree, but not later than 1:00 p.m., Local Time, the Business Day prior to the Closing Date). Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Closing Date Refinancing) and (in the case of telephonic requests) shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Other Term A Loans, Other Term A-1 Loans, Deferred Term A Loans, B Loans or Revolving Facility LoansLoans of a particular Class, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansas applicable;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be 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 Eurocurrency Borrowing, Borrowing then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a 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 such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Applicable Borrower shall notify the Administrative Agent of such request by telephone (a) by telephonic notice in the case of a Eurocurrency Borrowing, Borrowing of Term Loans not later than 2:00 p.m.11:00 a.m., Local TimeNew York City time, three (3) Business Days before the date of the proposed Borrowing or (or, with respect to Borrowings to be made on the Closing Date, such shorter time as the Administrative Agent may agree in its sole discretion), (b) by telephonic notice in the case of a Eurocurrency Borrowing of Revolving Loans (x) denominated in Dollars, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (y) denominated in an Agreed Currency other than Dollars, not later than 11:00 a.m., New York City time, four (4) Business Days before the date of the proposed Borrowing (or, in each case, with respect to Borrowings to be made on the Amendment No. 56 Effective Date, such shorter time as the Administrative Agent may agree in its sole discretion) or (c) by telephonic notice in the case of an ABR Borrowing Borrowing, not later than 12:00 noon11:00 a.m., Local TimeNew York City time, one (1) 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 2.06(e) 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 hand delivery or electronic means email to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Applicable Borrower; provided that in respect of the 2015 Term Loans to be 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, the Third Amendment Refinancing Term Loans to be borrowed on the Amendment No. 3 Effective Date, the Fourth Amendment Refinancing Term Loans to be borrowed on the Amendment No. 4 Effective Date, and the Sixth Amendment Refinancing Term Loans to be borrowed on the Amendment No. 6 Effective Date, and the Seventh Amendment Refinancing Term Loans to be borrowed on the Amendment No. 7 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 2.16 for the losses, costs or expenses related thereto and (2) any such Borrowing Request shall be irrevocable once funding of the Borrowings has been initiated by the Administrative Agent), and such Borrowing Request may be provided no later than 2:00 pm, New York City Time, on the Business Day prior to such Borrowing. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(iia) the aggregate amount of the requested Borrowing;
(iiib) the date of such Borrowing, which shall be a Business Day;
(ivc) subject to Section 2.02(c), the Class of such Borrowing and whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(vd) in the case of a Eurocurrency Borrowing, the Agreed Currency and the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vie) the location and number of the applicable Applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each applicable 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 (Horizon Therapeutics Public LTD Co)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or (other than a Term BorrowingSwing Line Loan), the applicable Borrower shall notify the Applicable Agent by telephone confirmed promptly by hand delivery or telecopy to such Applicable Agent (with a copy to the Administrative Agent if the Applicable Agent shall be the London Agent) of such request a written Committed Loan Notice signed by telephone a Responsible Officer on behalf of the applicable Borrower, (a) in the case of a Eurocurrency LIBOR Borrowing denominated in Dollars, not later than 12:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of a LIBOR Borrowing denominated in Sterling or a EURIBOR Borrowing, not later than 2:00 12:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or and (bc) in the case of an ABR Borrowing Borrowing, not later than 12:00 noonp.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 of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request Committed Loan Notice shall specify the following information in compliance with Section 2.02:
(i) whether the Borrower requesting such Borrowing (or on whose behalf the Company is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansrequesting such Borrowing);
(ii) the aggregate amount of the requested BorrowingTranche under which such Borrowing is to be made;
(iii) the currency and the principal amount of such Borrowing, which principal amount shall comply with the borrowing minimum and borrowing multiple requirements under Section 2.02(c);
(iv) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing by the Company denominated in Dollars, the Type of such Borrowing;
(vi) in the case of a LIBOR Borrowing or a EURIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursedApplicable Funding Account. If no election as to the Type of Borrowing is specifiedspecified with respect to any Borrowing by the Company denominated in Dollars, then the requested Borrowing Company shall be deemed to have requested an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency LIBOR Borrowing or EURIBOR Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request Committed Loan Notice in accordance with this Section 2.03Section, the Administrative Applicable Agent shall advise each Lender that will make a Loan as part of the requested Borrowing 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. To request a Revolving Facility Borrowing and/or a Term Borrowing, a conversion of Loans from one Type to the applicable other or a continuation of Eurodollar Loans, the Borrower shall notify the Administrative Agent of such request, which may be given by telephone, not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Loans or of any conversion of Eurodollar Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by telephone the Administrative Agent not later than 11:00 a.m.
(ai) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurodollar Loans, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than noon, (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurodollar Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each Borrowing Request shall be irrevocable (provided that a request for Term A-2 Loans may, subject to Section 2.15, be conditioned upon consummation of the Acquisition) and, in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and Request, shall be confirmed promptly by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request in a form approved by attached hereto as Exhibit E (in the Administrative Agent case of a Borrowing Request for the Term A-2 Loans, with modifications to reflect the conditions to the borrowing of the Term A-2 Loans as provided in this Agreement) and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether the Class of Loans to which such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansRequest relates;
(ii) the aggregate amount of the requested Borrowing, conversion or continuation;
(iii) the date of such Borrowing, conversion or continuation, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing Borrowing, conversion or continuation is to be an ABR a Base Rate Borrowing or a Eurocurrency Eurodollar Borrowing;
(v) in the case of a Eurocurrency Eurodollar Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06; and
(vii) whether the Borrower is requesting a new Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Loans. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. In the case of a failure to timely request a conversion or continuation of Eurodollar Loans, such Loans shall be converted to Base Rate Loans on the last day of the applicable Interest Period. If no Interest Period is specified with respect to any requested Eurocurrency BorrowingEurodollar Borrowing or conversion or continuation of Eurodollar Loans, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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. Except as otherwise provided herein, a Eurodollar Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Loans without the consent of the Required Lenders.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term BorrowingLoan, the applicable Borrower shall notify the Administrative Agent of such request by telephone provide notice (a) in the case of a Eurocurrency Eurodollar Borrowing, by telephone to the Administrative Agent not later than 2:00 p.m.11:00 a.m., Local TimeHouston, Texas time, three (3) Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of an ABR Borrowing Borrowing, by telephone to the Administrative Agent not later than 12:00 noon11:00 a.m., Local TimeHouston, Texas time, on the date of the proposed Borrowing or (c) in the case of any Alternative Currency Borrowing, in writing to the Alternative Currency Agent not later than 11:00 a.m. London time three (3) Business Days before the Borrowing Date; provided that any such notice of an ABR 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., 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 electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iiiii) the date of such Borrowing, which shall be a Business Day;
(iviii) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a Eurodollar Borrowing or a Eurocurrency an Alternative Currency Borrowing, in which case the Borrower shall designate an Alternative Currency;
(viv) in the case of a Eurocurrency Eurodollar Borrowing or an Alternative Currency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(viv) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. If no election as to the Type of Borrowing is specifiedspecified for Dollar denominated Loans, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Eurodollar Borrowing or Alternative Currency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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 (Cardtronics Inc)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) by irrevocable written notice (via a written Borrowing Request signed by the Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request signed by the Borrower) not later than four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local TimeNew York City time, one (1) 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 2.06(e) 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 hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iiiii) the date of such Borrowing, which shall be a Business Day;
(iviii) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing and, subject to the requirements of Section 2.02(d)(ii), whether such Borrowing is to be a Dollar Tranche Revolving Borrowing, Multicurrency Tranche Revolving Borrowing or Term Loan Borrowing;
(viv) in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(viv) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then then, (i) in the case of a Revolving Borrowing denominated in Dollars, the requested Revolving Borrowing shall be an ABR Borrowing made on a pro rata basis under the Dollar Tranche Commitments and the Multicurrency Tranche Commitments as contemplated by Section 2.02(d)(ii) and (ii) in the case of a Term Loan Borrowing, the requested Term Loan Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, 10:00 a.m. (x) three Business Days before the date of the any proposed Borrowing denominated in Dollars and (y) four Business Days before the date of any proposed Borrowing denominated in an Alternative Currency or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local Time10:00 a.m., 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 telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Revolving Facility Loans, Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility B Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Revolving Loans;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;
(vi) in the case of a Eurocurrency Revolving Facility Borrowing, the currency in which such Borrowing is to be denominated (which shall be Dollars or an Alternative Currency); and
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed. If no election as to the currency of any Revolving Facility Borrowing is made, then the requested Borrowing shall be made in Dollars. If no election as to the Type of Revolving Facility Borrowing or Term Borrowing is specified, then the requested Borrowing shall be (x) an ABR BorrowingBorrowing in the case of Loans denominated in Dollars or (y) a Eurocurrency Borrowing with an Interest Period of one month’s duration in the case of Revolving Facility Loans denominated in an Alternative Currency. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each applicable 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 (EVERTEC, Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.10:00 a.m., Local Time, (x) three Business Days before the date of the any proposed Borrowing denominated in Dollars and (y) four Business Days before the date of any proposed Borrowing denominated in an Alternative Currency or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon10:00 a.m., Local Time, on one Business Day before 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 telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Revolving Facility Loans (and, if so, specifying the Class of Commitments under which such Borrowing is being made), Term A B-1 Loans, Term A-1 B-2 Loans, Deferred Term A B-3 Loans, Revolving Facility Term B-4 Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Extended Maturity Term B Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;
(vi) in the case of a Eurocurrency Revolving Facility Borrowing, the currency in which such Borrowing is to be denominated (which shall be Dollars or an Alternative Currency); and
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed. If no election as to the currency of any Revolving Facility Borrowing is made, then the requested Borrowing shall be made in Dollars. If no election as to the Type of Revolving Facility Borrowing or Term Borrowing is specified, then the requested Borrowing shall be (x) an ABR BorrowingBorrowing in the case of Loans denominated in Dollars or (y) a Eurocurrency Borrowing with an Interest Period of one month’s duration in the case of Revolving Facility Loans denominated in an Alternative Currency. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each applicable 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. To request a Revolving Facility Loan Borrowing and/or a or Term Loan Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone hand delivery or facsimile to the Administrative Agent of an executed written Borrowing Request (a) in the case of a Eurocurrency BorrowingBorrowing in U.S. Dollars, not later than 2:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing (or, in the case of any Eurocurrency Borrowing in U.S. Dollars to be made on the Refinancing Date, such shorter period of time as may be agreed to by the Administrative Agent and the Lenders), (b) in the case of a Eurocurrency Borrowing in a currency other than U.S. Dollars or a EURIBOR Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the proposed Borrowing (or, in the case of any Eurocurrency Borrowing in a currency other than U.S. Dollars or any EURIBOR Borrowing to be made on the Closing Date, such shorter period of time as may be agreed to by the Administrative Agent) or (bc) in the case of an ABR Borrowing or a Term B-2 Loan Borrowing, not later than 12:00 noon11:00 a.m., Local Time, on the date day 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 of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrowerirrevocable. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) the Borrower requesting such Borrowing;
(ii) whether such the requested Borrowing is to be a Term B-1 Loan Borrowing, a Term B-2 Loan Borrowing, an Incremental Term Loan Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, a particular Series or a Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Loan Borrowing;
(iii) the currency and aggregate amount of such Borrowing;
(iv) the date of such Borrowing, which shall be a Business Day;
(ivv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a Eurocurrency Borrowing or a Eurocurrency EURIBOR Borrowing, if applicable;
(vvi) in the case of a Eurocurrency Borrowing or a EURIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vivii) the location and number Applicable Funding Account or, in the case of any Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the applicable Borrower’s account to which funds are to be disbursedIssuing Bank that made such LC Disbursement. If no election as to the Type of Borrowing is specified, then (other than with respect to a Term B-2 Loan Borrowing), if the specified currency of such Borrowing is (a) U.S. Dollars, the requested Borrowing shall be an ABR Borrowing, (b) Euro, the requested Borrowing shall be a EURIBOR Borrowing and (c) Sterling or any other Alternative Currency, the requested Borrowing shall be a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing or EURIBOR Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to any requested Revolving Loan, the applicable Borrower shall be deemed to have specified U.S. Dollars. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, 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.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Lead Administrative Agent of such request by irrevocable notice which may be given by a Borrowing Request or by telephone (provided, that, any telephonic notice must be confirmed immediately by delivery to the Lead Administrative Agent of a Borrowing Request) (a) in the case of a Eurocurrency BorrowingBorrowing denominated in Dollars, not later than 2:00 p.m.12:00 noon, Local Time, three (3) Business Days before the date of such proposed Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, not later than 12:00 noon, Local Time, four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) before the date of the proposed Borrowing or (bc) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day before the date of the proposed Borrowing; provided, that, if the Borrower wishes to request a Eurocurrency Borrowing having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Lead Administrative Agent not later than 12:00 noon, Local Time, on (i) in the case of a Eurocurrency Borrowing denominated in Dollars, four (4) Business Days before the date of such proposed Borrowing or (ii) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, five (5) Business Days (or six (6) Business Days in the case of a Special Notice Currency) before the date of the proposed Borrowing, whereupon the Lead Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon, Local Time, (A) three (3) Business Days before the requested date of such Eurocurrency Borrowing denominated in Dollars, or (B) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Eurocurrency Borrowing denominated a Foreign Currency, the Lead Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
: (i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii1) the aggregate amount of the requested Borrowing;
; (iii2) the date of such Borrowing, which shall be a Business Day;
; (iv3) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
; (v4) in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
;” and (vi5) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Lead 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 (Intuit Inc)
Requests for Borrowings. To request a Revolving Facility Borrowing, Tranche A Term Borrowing, Euro Tranche B Term Borrowing and/or a or Dollar Tranche B Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone submitting a Borrowing Request (a) in the case of a Eurocurrency Borrowing denominated in dollars or EURIBOR Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of an ABR a Eurocurrency Borrowing denominated in a Permitted Foreign Currency (other than Australian Dollars), not later than 12:00 noon2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing, (c) in the case of a Eurocurrency Borrowing denominated in Australian Dollars, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing or (d) 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 (or, in the case of up to €100,000,000 of ABR Borrowings outstanding of any time, on the date of the proposed Borrowing). Each such telephonic Borrowing Request shall be irrevocable (provided that the Borrowing Request in respect of the initial Borrowings on the Effective Date, or in connection with any acquisition or other investment permitted under Section 6.04, may be conditioned on the closing of the Spin-Off or such acquisition or other investment, as applicable) and shall be confirmed promptly by hand delivery or electronic means facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Financial Officer of the applicable Borrower. Borrower substantially in the form of Exhibit L. Each such telephonic and written Borrowing Request shall specify the following information (to the extent applicable, in compliance with Section Sections 2.01 and 2.02:):
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) specifying the aggregate amount Class of the requested Borrowing;
(ii) the currency and the aggregate amount of such Borrowing;
(iii) the requested date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a Eurocurrency Borrowing or a Eurocurrency EURIBOR Borrowing;
(v) in the case of a Eurocurrency Borrowing or a EURIBOR Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06(a), or, if the Borrowing is being requested to finance the reimbursement of an LC Disbursement denominated in dollars in accordance with Section 2.05(e), the identity of the Issuing Bank that made such LC Disbursement; and
(vii) that as of such date Sections 4.02(a), 4.02(b) and 4.02(bc) are satisfied. If no election as to the Type of Borrowing is specified, other than with respect to Borrowings denominated in a Permitted Foreign Currency, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing or EURIBOR Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to any requested Revolving Loan, the applicable Borrower shall be deemed to have selected dollars. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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.
Appears in 1 contract
Requests for Borrowings. (a) To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.12:00 noon, Local Time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing or Borrowing of Fixed Rate Term Loans, by telephone, not later than 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided, that, (i) to request a Eurocurrency or ABR Borrowing on the Effective Date or the Amendment No. 1 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 such date (or such later time as the Administrative Agent may agree) and (ii) 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 no later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Merger) and (in the case of telephonic requests) shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Initial Term A Loans, Initial Term A-1 B-1 Loans, Deferred Term A Loans, Revolving Facility B-2 Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansRevolving Facility Loans of a particular Class, as applicable;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c)except in the case of a Borrowing of Fixed Rate Term Loans, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing; provided, that all Borrowings of Term B-2 Loans shall be Fixed Rate Term Loans. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, Borrowing then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a 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 such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Dollar Tree Inc)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Lead Administrative Agent of such request by irrevocable notice which may be given by a Borrowing Request or by telephone (provided, that, any telephonic notice must be confirmed immediately by delivery to the Lead Administrative Agent of a Borrowing Request) (a) in the case of a Eurocurrency BorrowingBorrowing denominated in Dollars, not later than 2:00 p.m.12:00 noon, Local Time, three (3) Business Days before the date of such proposed Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, not later than 12:00 noon, Local Time, four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) before the date of the proposed Borrowing or (bc) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day before the date of the proposed Borrowing; provided, that, if the Borrower wishes to request a Eurocurrency Borrowing having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Lead Administrative Agent not later than 12:00 noon, Local Time, on (i) in the case of a Eurocurrency Borrowing denominated in Dollars, four (4) Business Days before the date of such proposed Borrowing or (ii) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, five (5) Business Days (or six (6) Business Days in the case of a Special Notice Currency) before the date of the proposed Borrowing, whereupon the Lead Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon, Local Time, (A) three (3) Business Days before the requested date of such Eurocurrency Borrowing denominated in Dollars, or (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Eurocurrency Borrowing denominated a Foreign Currency, the Lead Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
: (i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii1) the aggregate amount of the requested Borrowing;
; (iii2) the date of such Borrowing, which shall be a Business Day;
; (iv3) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
; (v4) in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
and (vi5) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Lead 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.. CHAR1\1449231v6
Appears in 1 contract
Samples: Credit Agreement (Intuit Inc)
Requests for Borrowings. (a) To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.12:00 noon, Local Time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, by telephone, not later than 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided, that, (i) to request a Eurocurrency or ABR Borrowing not on the 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 such date (or such later time as the Administrative Agent may agree) and (ii) 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 no later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Merger) and (in the case of telephonic requests) shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Initial Term A Loans, Initial Term A-1 Loans, Deferred Term A Loans, Revolving Facility B Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansRevolving Facility Loans of a particular Class, as applicable;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be 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 Eurocurrency Borrowing, Borrowing then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a 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 such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Dollar Tree Inc)
Requests for Borrowings. To request a Each Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon irrevocable notice by the applicable Borrower shall notify to the Administrative Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent of such request (by telephone hand delivery, fax or other electronic transmission (aincluding “.pdf” or “.tif”)) (w) in the case of a Eurocurrency BorrowingBorrowing denominated in U.S. Dollars, (1) not later than 2:00 p.m., Local Time, 12:00 p.m. New York City time three Business Days before prior to the requested day of any Borrowing, conversion or continuation of Eurocurrency Rate Loans (or one Business Day in the case of any Borrowing of Eurocurrency Rate Loans to be made on the Closing Date) or (2) not later than 11:00 a.m. New York City time on the requested date of any Borrowing of ABR Loans (or, in each case, such later time as shall be acceptable to the proposed Borrowing or Administrative Agent), (bx) in the case of an ABR a Borrowing denominated in Canadian Dollars, (1) not later than 12:00 noonp.m. New York City time three Business Days prior to the requested day of any Borrowing, Local Time, conversion or continuation of Eurocurrency Rate Loans (or one Business Day in the case of any Borrowing of Eurocurrency Rate Loans to be made on the date Closing Date) or (2) not later than 10:00 a.m. New York City time one Business Day prior to the requested day of the proposed Borrowing. Each any Borrowing of ABR Loans (or, in each case, such telephonic Borrowing Request later time as shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means acceptable to the Administrative Agent and the Multicurrency Revolving Lenders), (y) in the case of a Borrowing denominated in Euros or Pounds Sterling, not later than 11 a.m. London time, three Business Days prior to the requested day of any Borrowing, conversion or continuation of Eurocurrency Rate Loans (or one Business Day in the case of any Borrowing of such Eurocurrency Rate Loans to be made on the Closing Date) and (z) in the case of a Borrowing denominated in an Alternative Currency other than Canadian Dollars, Euros or Pounds Sterling, not later than the Applicable Time (or one Business Day in the case of any Borrowing of such Eurocurrency Rate Loans to be made on the Closing Date); provided, however, that if the applicable Borrower wishes to request 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 applicable Borrower must be received by the Administrative Agent (x) with respect to Loans denominated in U.S. Dollars or Canadian Dollars, not later than 12:00 p.m. New York City time, five Business Days prior to the requested date of such Borrowing, conversion or continuation, (y) with respect to Loans denominated in Euros or Pounds Sterling, not later than 11 a.m. London time, five Business Days prior to the requested date of such Borrowing, conversion or continuation and (z) with respect to Loans denominated in an Alternative Currency other than Canadian Dollars, Euros or Pounds Sterling, not later than the Applicable Time, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) (x) with respect to Loans denominated in U.S. Dollars or Canadian Dollars, not later than 10:00 a.m. New York City time four Business Days before the requested date of such Borrowing, (y) with respect to Loans denominated in Euros or Pounds Sterling, not later than 10:00 a.m. London time four Business Days before the requested date of such Borrowing conversion or continuation and (z) with respect to with respect to Loans denominated in an Alternative Currency other than Canadian Dollars, Euros or Pounds Sterling, not later than the Applicable Time, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period has been consented by all the appropriate Lenders. 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 in the form of a written Borrowing Request in a form approved by the Administrative Agent Request, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(ia) whether the Class and currency of such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;Borrowing;
(iib) the aggregate amount of the requested Borrowing;Borrowing;
(iiic) the date of such Borrowing, which shall be a Business Day;Day;
(ivd) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;Rate Borrowing;
(ve) in the case of a Eurocurrency Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; Period”; and
(vif) the location and number of the applicable Borrower’s account or any other designated account(s) to which funds are to be disburseddisbursed (the “Funding Account”). If no election as to the Type of Borrowing is specifiedspecified with respect to Loans denominated in U.S. Dollars or Canadian Dollars, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Rate Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt If no election regarding the currency of a such Borrowing Request is specified with respect to any Multicurrency Revolving Loan, then the Loans so required shall be made in accordance with this Section 2.03, the U.S. Dollars. The Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s the Loan to be made as part of the 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 Eurocurrency Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section 2.03.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower Agent shall notify the Administrative Agent Agent, of such request either in writing (delivered by telephone hand, facsimile, or via a pdf or similar file attached to an email), substantially in the form attached hereto as Exhibit B-1 and signed by the Borrower Agent (a) with respect to U.S. Revolving Loans or Global Revolving Loans denominated in Dollars, (i) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.noon, Local Time, three (3) Business Days before the date of the proposed Borrowing Borrowing, or (bii) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local Time, on the date of the proposed Borrowing; (b) with respect to Global Revolving Loans denominated in Canadian Dollars, (i) in the case of a BA Drawing, not later than 3:00 p.m., Local Time, three (3) Business Days before the date of the proposed Borrowing, and (ii) in the case of a Canadian Prime Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; and (c) with respect to Global Revolving Loans denominated in Sterling, Euro or Pesos, not later than 11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent attached hereto as Exhibit B-1 and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing the identity of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe Borrower;
(ii) the currency and aggregate amount of the requested BorrowingBorrowing and the Class of Loans being borrowed;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), the Facility under which such Borrowing will be made;
(v) whether such Borrowing is to be an ABR Borrowing Borrowing, a Canadian Prime Rate Borrowing, a BA Drawing or a Eurocurrency Borrowing;
(vvi) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and;
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06; and
(viii) in the case of a BA Drawing, the initial Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period.” If no currency is specified with respect to any Eurocurrency Revolving Borrowing, then the applicable Borrower shall be deemed to have selected Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (i) in the case of a Borrowing denominated in Dollars, an ABR Borrowing, (ii) in the case of a Borrowing denominated in Canadian Dollars, a Canadian Prime Rate Borrowing, and (iii) in the case of a Borrowing denominated in an Alternative Currency (other than Canadian Dollars), a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no Contract Period is specified with respect to a BA Drawing, then the applicable Borrower shall be deemed to have selected a Contract Period of 30 days. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each applicable 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: Restatement Agreement (Aptiv PLC)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Applicable Borrower shall notify the Administrative Agent of such request by telephone (a) by telephonic notice in the case of a Eurocurrency Borrowing, Borrowing of Term Loans not later than 2:00 p.m.11:00 a.m., Local TimeNew York City time, three (3) Business Days before the date of the proposed Borrowing or (or, with respect to Borrowings to be made on the Closing Date, such shorter time as the Administrative Agent may agree in its sole discretion), (b) by telephonic notice in the case of a Eurocurrency Borrowing of Revolving Loans (x) denominated in Dollars, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (y) denominated in an Agreed Currency other than Dollars, not later than 11:00 a.m., New York City time, four (4) Business Days before the date of the proposed Borrowing (or, in each case, with respect to Borrowings to be made on the Amendment No. 5 Effective Date, such shorter time as the Administrative Agent may agree in its sole discretion) or (c) by telephonic notice in the case of an ABR Borrowing Borrowing, not later than 12:00 noon11:00 a.m., Local TimeNew York City time, one (1) 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 2.06(e) 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 hand delivery or electronic means email to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Applicable Borrower; provided that in respect of the 2015 Term Loans to be 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, 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, and the Sixth Amendment Refinancing Term Loans to be borrowed on the Amendment No. 6 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 2.16 for the losses, costs or expenses related thereto and (2) any such Borrowing Request shall be irrevocable once funding of the Borrowings has been initiated by the Administrative Agent), and such Borrowing Request may be provided no later than 2:00 pm, New York City Time, on the Business Day prior to such Borrowing. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(iia) the aggregate amount of the requested Borrowing;
(iiib) the date of such Borrowing, which shall be a Business Day;
(ivc) subject to Section 2.02(c), the Class of such Borrowing and whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(vd) in the case of a Eurocurrency Borrowing, the Agreed Currency and the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vie) the location and number of the applicable Applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each applicable 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 (Horizon Therapeutics Public LTD Co)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent Agent, of such request either in writing (delivered by telephone hand, facsimile, or via a pdf or similar file attached to an email, substantially in the form attached hereto as Exhibit B-1 and signed by the Borrower (a) with respect to U.S. Revolving Loans or Global Revolving Loans denominated in Dollars, (i) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.noon, Local Time, three (3) Business Days before the date of the proposed Borrowing Borrowing, or (bii) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local Time, on the date of the proposed Borrowing; (b) with respect to Global Revolving Loans denominated in Canadian Dollars, (i) in the case of a BA Drawing, not later than 3:00 p.m., Local Time, three (3) Business Days before the date of the proposed Borrowing, and (ii) in the case of a Canadian Prime Rate Borrowing, not later than 10:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing and (c) with respect to Global Revolving Loans denominated in Sterling or Euro, not later than 11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent attached hereto as Exhibit B-1 and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the currency and aggregate amount of the requested BorrowingBorrowing and the Class of Loans being borrowed;
(iiiii) the date of such Borrowing, which shall be a Business Day;
(iii) the Facility under which such Borrowing will be made;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing Borrowing, a Canadian Prime Rate Borrowing, a BA Drawing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06;
(vii) in the case of a BA Drawing, the initial Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period.” If no currency is specified with respect to any Eurocurrency Revolving Borrowing, then the Borrower shall be deemed to have selected Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (i) in the case of a Borrowing denominated in Dollars, an ABR Borrowing, (ii) in the case of a Borrowing denominated in Canadian Dollars, a Canadian Prime Rate Borrowing, and (iii) in the case of a Borrowing denominated in an Alternative Currency (other than Canadian Dollars), a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no Contract Period is specified with respect to a BA Drawing, then the Borrower shall be deemed to have selected a Contract Period of 30 days. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each applicable 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. To request a Revolving Facility Borrowing and/or a Term (a) Each Borrowing, each conversion of Loans from one Type to the applicable Borrower other, and each continuation of Benchmark Loans shall notify be made upon the Borrower’s notice to the Administrative Agent of such request Agent, which may be given by telephone (a) which notice, in the case of a Eurocurrency the initial Borrowing, may be conditioned on the occurrence of the Funding Date). Each such notice must be received by the Administrative Agent not later than 2:00 (i) 12:00 noon, New York City time, two (2) Business Days prior to the requested date of any Borrowing or continuation of Benchmark Loans denominated in Dollars or any conversion of ABR Loans to Benchmark Loans, and (ii) 11:00 a.m., New York City time, on the requested date of any Borrowing of ABR Loans (provided that any notice provided after 3:00 p.m., Local TimeNew York City time, on any day will be deemed to have been provided at 10:00 a.m., New York City time on the next Business Day); provided, however, that if the Borrower wishes to request Benchmark Loans (other than Benchmark Loans, if any, made on the Funding Date) having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing (or such shorter period as the Administrative Agent may agree with respect to the Borrowing on the Funding Date), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the proposed Borrowing Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or (b) in not the case of an ABR Borrowing not later than 12:00 noon, Local Time, on requested Interest Period has been consented to by all the date of the proposed BorrowingLenders. Each such telephonic Borrowing Request shall be irrevocable and shall notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by (which notice may be conditioned on the Administrative Agent occurrence of the Funding Date), appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing of, conversion to or continuation of Benchmark Loans shall be in an amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing Request (whether telephonic or written) shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing the Borrower is to be requesting a Borrowing of Term A Loans, Term A-1 a conversion of Loans from one Type to the other, or a continuation of Benchmark Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount requested date of the requested Borrowing;
(iii) the date of such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day;
), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) subject the Type of Loans to be borrowed or to which existing Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Borrowing Request or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, ABR Loans. Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Benchmark Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Benchmark Loans in any such Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.
(b) Following receipt of a Borrowing Request, the Administrative Agent shall promptly notify each applicable Lender of the amount (and currency) of its pro rata share of the Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to ABR Loans described in Section 2.02(c2.03(a). In the case of each Borrowing, each applicable Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for Dollars not later than 1:00 p.m., New York City time (or, in the case of the initial Borrowing, 9:00 a.m., New York City time), whether on the Business Day specified in the applicable Borrowing Request. Subject only to the satisfaction of the conditions set forth in Section 4.02 the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with such amount in immediately available funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.
(c) Except as otherwise provided herein, a Benchmark Loan may be continued or converted only on the last day of an Interest Period for such Benchmark Loan. During the existence of an Event of Default, the Required Lenders may require that no Loans may be converted to or continued as Benchmark Loans.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Benchmark Loans upon determination of such interest rate. The determination of the Benchmark Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that ABR Loans are outstanding, the Administrative Agent shall notify the Borrower and the applicable Lenders of any change in the Administrative Agent’s base rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect at one time unless otherwise agreed between the Borrower and the Administrative Agent.
(f) Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 noon, New York City time, on the date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s portion of such Borrowing, the Administrative Agent may assume that such Xxxxxx has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to be an ABR Borrowing or a Eurocurrency Borrowing;
the Borrower until the date such amount is repaid to the Administrative Agent at (vi) in the case of a Eurocurrency Borrowingthe Borrower, the initial Interest Period interest rate applicable at the time to be applicable theretothe Loans comprising such Borrowing and (ii) in the case of such Lender, which shall be a period contemplated the Overnight Rate plus any administrative, processing, or similar fees customarily charged by the definition Administrative Agent in accordance with the foregoing. A certificate of the term “Interest Period”; and
(vi) the location and number of the applicable Borrower’s account Administrative Agent submitted to which funds are to be 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 any Lender with respect to any requested Eurocurrency Borrowing, then the Borrowers amounts owing under this Section 2.03(f) shall be deemed conclusive in the absence of manifest error. If the Borrower and such Lender shall pay such interest to have selected the Administrative Agent for the same or an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03overlapping period, the Administrative Agent shall advise each Lender of promptly remit to the details thereof and of Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing and the Administrative Agent shall promptly remit to Borrower any amounts previously paid by Borrower in respect of such Borrowing under this Section 2.03. Any payment by the Borrower shall be made as part without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(g) [Reserved].
(h) With respect to SOFR or Term SOFR, the Administrative Agent shall have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.
(i) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the requested Borrowingportion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.
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Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) by irrevocable written notice (via a written Borrowing Request signed by the Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request signed by the Borrower) not later than four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local TimeNew York City time, one (1) 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 2.06(e) 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 hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iiiii) the date of such Borrowing, which shall be a Business Day;
(iviii) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing and, subject to the requirements of Section 2.02(d)(ii), whether such Borrowing is to be a 2018 Dollar Tranche Revolving Borrowing, 2018 Multicurrency Tranche Revolving Borrowing, 2020 Dollar Tranche Revolving Borrowing, 2020 Multicurrency Tranche Revolving Borrowing or Term Loan Borrowing;
(viv) in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(viv) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then then, (i) subject to the requirements of Sections 2.01, (A) in the case of a 2018 Revolving Borrowing denominated in Dollars, the requested 2018 Revolving Borrowing shall be an ABR Borrowing made on a pro rata basis under the 2018 Dollar Tranche Commitments and the 2018 Multicurrency Tranche Commitments as contemplated by Section 2.02(d)(ii) and (B) in the case of a 2020 Revolving Borrowing denominated in Dollars, the requested 2020 Revolving Borrowing shall be an ABR Borrowing made on a pro rata basis under the 2020 Dollar Tranche Commitments and the 2020 Multicurrency Tranche Commitments as contemplated by Section 2.02(d)(ii) and (ii) in the case of a Term Loan Borrowing, the requested Term Loan Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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. To request a Revolving Facility Borrowing and/or Borrowing, a Term Borrowingconversion of Loans from one Type to the other or a continuation of Eurocurrency Loans, the applicable Borrower shall irrevocably notify the Administrative Agent of such request by (A) telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (bB) in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such telephonic a written Borrowing Request in a form attached hereto as Exhibit C 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 be irrevocable approved by the Administrative Agent), appropriately completed and shall signed by a Responsible Officer of such Borrower; provided that any telephonic notice must be confirmed promptly immediately by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request. Each such Borrowing Request in a form approved must be received by the Administrative Agent not later than Noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Loans denominated in Dollars or of any conversion of Eurocurrency Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Loans denominated in Alternative Currencies, and signed (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if such Borrower wishes to request Eurocurrency Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than noon (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in Dollars, 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 Eurocurrency Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the applicable BorrowerLenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00
a. m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency 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, conversion or continuation of Eurocurrency 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 has been consented to by all the applicable Lenders. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such the applicable Borrower on behalf of whom the Borrowing Request is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansbeing submitted;
(ii) the aggregate amount of the requested Borrowing, conversion or continuation;
(iii) the date of such Borrowing, conversion or continuation, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing Borrowing, conversion or continuation is to be an ABR a Base Rate Borrowing or a Eurocurrency Borrowing;
(v) the currency in which such Borrowing is to be made, which shall be Dollars or an Alternative Currency;
(vi) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and;
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06;
(viii) whether the applicable Borrower is requesting a new Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Loans; and
(ix) the Type of Loans to be borrowed or to which existing Loans are to be converted. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars to a Borrower, the requested Revolving Borrowing shall be a Base Rate Borrowing. In the case of a failure to timely request a conversion or continuation of Eurocurrency Loans, such Loans shall be continued as Eurocurrency Loans in their original currency with an ABR BorrowingInterest Period of one month’s duration. If no Interest Period is specified with respect to any requested Eurocurrency BorrowingBorrowing or conversion or continuation of Eurocurrency Loans, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount (and currency) of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term BorrowingU.S. Loan, the applicable Borrower shall notify the Administrative Agent of such request by telephone provide notice (a) in the case of a Eurocurrency Eurodollar Borrowing, by telephone to the Administrative Agent not later than 2:00 12:00 p.m., Local TimeHouston, Texas time, three (3) Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of an ABR Borrowing Borrowing, by telephone to the Administrative Agent not later than 12:00 noonp.m., Local TimeHouston, Texas time, on the date of the proposed Borrowing or (c) in the case of any Alternative Currency Borrowing, in writing (including email) to the Alternative Currency Agent not later than 12:00 p.m., London time, three (3) Business Days before 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 telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. To request a European Loan, the European Borrower shall provide notice in writing (including email) to the Alternative Currency Agent not later than 12:00 p.m., London time, three (3) Business Days before the date of the proposed Borrowing. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iiiii) the date of such Borrowing, which shall be a Business Day;
(iviii) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a Eurodollar Borrowing or a Eurocurrency an Alternative Currency Borrowing, in which case the Borrower or the European Borrower, as the case may be, shall designate an Alternative Currency;
(viv) in the case of a Eurocurrency Eurodollar Borrowing or an Alternative Currency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(viv) the location and number of the applicable Borrower’s or the European Borrower’s account to which funds are to be disbursed. If no election as to the Type of Borrowing is specifiedspecified for Dollar denominated Loans, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Eurodollar Borrowing or Alternative Currency Borrowing, then the Borrowers Borrower or the European Borrower, as applicable, shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each applicable 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 (Cardtronics Inc)
Requests for Borrowings. To request a Revolving Facility Loan Borrowing and/or a or Term Loan Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone hand delivery or facsimile to the Administrative Agent of an executed written Borrowing Request (a) in the case of a Eurocurrency BorrowingBorrowing in U.S. Dollars, not later than 2:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing (or, in the case of any Eurocurrency Borrowing in U.S. Dollars to be made on the Refinancing Date or the Third Amendment Effective Date, such shorter period of time as may be agreed to by the Administrative Agent and the Lenders), (b) in the case of a Eurocurrency Borrowing in a currency other than U.S. Dollars or a EURIBOR Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the proposed Borrowing (or, in the case of any Eurocurrency Borrowing in a currency other than U.S. Dollars or any EURIBOR Borrowing to be made on the Closing Date, such shorter period of time as may be agreed to by the Administrative Agent) or (bc) in the case of an ABR Borrowing or a Term B-2 Loan Borrowing, not later than 12:00 noon11:00 a.m., Local Time, on the date day 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 of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrowerirrevocable. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) the Borrower requesting such Borrowing;
(ii) whether such the requested Borrowing is to be a Term B-1 Loan Borrowing, a Term B-2 Loan Borrowing, an Incremental Term Loan Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, a particular Series or a Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Loan Borrowing;
(iii) the currency and aggregate amount of such Borrowing;
(iv) the date of such Borrowing, which shall be a Business Day;
(ivv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing, a Eurocurrency Borrowing or a Eurocurrency EURIBOR Borrowing, if applicable;
(vvi) in the case of a Eurocurrency Borrowing or a EURIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”"; and
(vivii) the location and number Applicable Funding Account or, in the case of any Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the applicable Borrower’s account to which funds are to be disbursedIssuing Bank that made such LC Disbursement. If no election as to the Type of Borrowing is specified, then (other than with respect to a Term B-2 Loan Borrowing), if the specified currency of such Borrowing is (a) U.S. Dollars, the requested Borrowing shall be an ABR Borrowing, (b) Euro, the requested Borrowing shall be a EURIBOR Borrowing and (c) Sterling or any other Alternative Currency, the requested Borrowing shall be a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing or EURIBOR Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. If no currency is specified with respect to any requested Revolving Loan, the applicable Borrower shall be deemed to have specified U.S. Dollars. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower Borrowers shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Eurodollar Rate Borrowing, not later than 2:00 12:00 p.m., Local Time, three 3 Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing a Base Rate Borrowing, not later than 12:00 noonp.m., Local Timebefore the date of the proposed Borrowing; provided, that any such notice of a Base Rate Borrowing to finance the reimbursement in respect of a Letter of Credit as contemplated by Section 2.05(c) may be given not later than 10:00 a.m., 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 telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrowerany Borrowers. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Loans or Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Facility Loans;
(ii) the aggregate amount of (A) the requested Borrowing and (B) all Revolving Facility Loans to be outstanding (after giving effect to the requested Borrowing);
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR a Base Rate Borrowing or a Eurocurrency Eurodollar Rate Borrowing;
(v) in the case of a Eurocurrency Eurodollar Rate Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed. If no election as Borrowers fail to the specify a Type of Revolving Facility Loan in a Borrowing is specifiedRequest or if Borrowers fail to give a timely notice requesting a conversion or continuation, then the requested Borrowing Revolving Facility Loans shall be an ABR Borrowingmade as, or converted to, Base Rate Loans. If no Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period is specified then in effect with respect to any requested Eurocurrency Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one month’s durationapplicable Eurodollar Rate Loans. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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. Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the other Credit Documents with respect to any Obligations (whether as principal, accrued interest, fees or other charges, including Extraordinary Expenses, Cash Management Obligations, and the repayment of any L/C Obligations) shall be deemed irrevocably to be a request (without any requirement for the submission of a Borrowing Request) for a Revolving Facility Loan on the due date of, and in an aggregate amount required to pay, such obligations, and the proceeds of such Revolving Facility Loans may be disbursed by way of direct payment of the relevant obligation and shall bear interest as a Revolving Facility Loan. No Lender Party shall have any obligation to any Borrower to honor any deemed request for a Revolving Facility Loan after the Commitment Termination Date, when an Out-of-Formula Condition exists or would result therefrom, or when any condition precedent set forth in Section 5.01 or 5.02 hereof is not satisfied, but may do so in their discretion and without regard to the existence of, and without being deemed to have waived, any Default or Event of Default and regardless of whether such Revolving Facility Loan is funded after the Commitment Termination Date. Lenders may fund Professional Fees under the Carve-Out as provided in the DIP Financing Orders, and all such fundings, if made, shall constitute Revolving Facility Loans regardless of whether such financings were made at the request of any Borrower, the Commitment Termination Date has occurred or any condition precedent under Article V is unsatisfied (but without waiving any such conditions). In addition, Agent may, at its option, charge such obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates.
Appears in 1 contract
Samples: Post Petition Credit Agreement (Noranda Aluminum Holding CORP)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a or Term Borrowing, the applicable Borrower, or the Borrower Agent on its behalf, shall notify the Administrative Agent of such request by telephone delivery of an executed written Borrowing Request (a) in the case of a Eurocurrency BorrowingBorrowing denominated in Dollars, not later than 2:00 p.m.10:00 a.m., Local Time, two Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in Euros or Sterling, not later than 10:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing or (bc) in the case of an ABR Borrowing Borrowing, not later than 12:00 noonp.m., Local TimeNew York City time, on the date day of the proposed Borrowing. Each such telephonic written Borrowing Request shall be irrevocable and irrevocable, shall be confirmed promptly delivered by hand delivery hand, electronic mail or electronic means facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) the Borrower of such Borrowing;
(ii) whether such the requested Borrowing is to be a Term Borrowing, an Incremental Term Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, a particular Series or a Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iii) the currency and aggregate amount of such Borrowing;
(iv) the date of such Borrowing, which shall be a Business Day;
(ivv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(vvi) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vivii) the location and number of the account of the applicable Borrower’s account Borrower to which funds are to be disburseddisbursed or, in the case of any ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), the identity of the Issuing Bank that made such LC Disbursement. If no election as to the Type of Borrowing is specified, then then, if the specified currency of such Borrowing is (a) Dollars, the requested Borrowing shall be an ABR Borrowing, and (b) Euros or Sterling, the requested Borrowing shall be a Eurocurrency Borrowing. If no currency is specified with respect to any requested Revolving Loan, the applicable Borrower shall be deemed to have specified Dollars. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s seven days’ duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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.
Appears in 1 contract
Samples: Credit Agreement (NCR Corp)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or other than a Term BorrowingSwingline Loan, a Financial Officer of the applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy) at the telephone number specified in Section 10.01 for borrowing requests, (a) in the case of a Eurocurrency U.S. Dollar Revolving Credit Borrowing that is a Eurodollar Borrowing, not later than 2:00 p.m.11:00 a.m., Local TimeHouston, Texas time, three Business Days before the date of the proposed Borrowing, (b) in the case of a Multicurrency Revolving Credit Borrowing, not later than 11:00 a.m., Houston, Texas time, four Business Days before the date of the proposed Borrowing or (bc) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon11:00 a.m., Local TimeHouston, Texas time, one Business Day before the date of the proposed Borrowing; provided that any such notice of a Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(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 electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iiiii) the date of such Borrowing, which shall be a Business Day;
(iii) the Class of such Borrowing;
(iv) subject to Section 2.02(c)if such Borrowing is a Multicurrency Revolving Credit Borrowing, the Alternative Currency in which such Borrowing will be made;
(v) if such Borrowing is a U.S. Dollar Revolving Credit Borrowing, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Eurodollar Borrowing;
(vvi) in the case of a Eurocurrency Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. If no election as to the Type of U.S. Dollar Revolving Credit Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Eurodollar Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) by telephone in the case of a Eurocurrency BorrowingBorrowing denominated in U.S. Dollars, not later than 2:00 p.m.12:00 noon, Local Time, three (3) Business Days before the date of the proposed Borrowing or Borrowing, (b) by irrevocable written notice (via hand delivery, email or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower) in the case of a Eurocurrency Borrowing denominated in an Agreed Currency other than U.S. Dollars, not later than 11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing, or (c) by telephone in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local Time, on the date of the proposed Borrowing (so long as such day is a Business Day); provided that any such notice of an ABR Revolving 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., 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 delivery, e-mail or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing in respect of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested BorrowingBorrowing and the Agreed Currency in which such Borrowing is to be denominated;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
; Table of Contents (v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be 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 Eurocurrency Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a 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 such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.10:00 a.m., Local Time, (x) three Business Days before the date of the any proposed Borrowing denominated in Dollars and (y) four Business Days before the date of any proposed Borrowing denominated in an Alternative Currency or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon1:00 p.m., Local Time, on the date Business Day of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Revolving Facility Loans (and, if so, specifying the Class of Commitments under which such Borrowing is being made), Term X-0-X Xxxxx, Xxxx X-0-X Xxxxx, Xxxx X-0-X Loans, Term B-5-B Loans, Term B-6-A Loans, Term A-1 B-6-B Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term B-7 Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;
(vi) in the case of a Eurocurrency Revolving Facility Borrowing, the currency in which such Borrowing is to be denominated (which shall be Dollars or an Alternative Currency); and
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed. If no election as to the currency of any Revolving Facility Borrowing is made, then the requested Borrowing shall be made in Dollars. If no election as to the Type of Revolving Facility Borrowing or Term Borrowing is specified, then the requested Borrowing shall be (x) an ABR BorrowingBorrowing in the case of Loans denominated in Dollars or (y) a Eurocurrency Borrowing with an Interest Period of one month’s duration in the case of Revolving Facility Loans denominated in an Alternative Currency. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each applicable 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: Amendment Agreement (Caesars Entertainment Operating Company, Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) by irrevocable written notice (via a written Borrowing Request signed by the applicable Borrower promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 2:00 1:00 p.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request signed by such Borrower) not later than four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing Borrowing, not later than 12:00 noon1:00 p.m., Local TimeNew York City time, one (1) 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 2.06(e) 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 hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing the name of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe applicable Borrower;
(ii) the aggregate principal amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing;
(v) in the case of a Eurocurrency Borrowing, the Agreed Currency and 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.10:00 a.m., Local Time, (x) three Business Days before the date of the any proposed Borrowing denominated in Dollars and (y) four Business Days before the date of any proposed Borrowing denominated in an Alternative Currency or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon10:00 a.m., Local Time, on one Business Day before 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 telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Revolving Facility Loans (and, if so, specifying the Class of Commitments under which such Borrowing is being made), Term A B-1 Loans, Term A-1 B-2 Loans, Deferred Term A B-3 Loans, Revolving Facility Term B-4 Loans, Other Incremental Revolving Term B-5 Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term B-6 Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;
(vi) in the case of a Eurocurrency Revolving Facility Borrowing, the currency in which such Borrowing is to be denominated (which shall be Dollars or an Alternative Currency); and
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed. If no election as to the currency of any Revolving Facility Borrowing is made, then the requested Borrowing shall be made in Dollars. If no election as to the Type of Revolving Facility Borrowing or Term Borrowing is specified, then the requested Borrowing shall be (x) an ABR BorrowingBorrowing in the case of Loans denominated in Dollars or (y) a Eurocurrency Borrowing with an Interest Period of one month’s duration in the case of Revolving Facility Loans denominated in an Alternative Currency. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each applicable 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. (a) To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone written Borrowing Request (aA) in the case of a Eurocurrency LIBO Rate Borrowing, not later than 2:00 p.m., Local Time, 11:00 a.m. three Business Days before the date of the proposed Borrowing or Borrowing, (bB) in the case of an ABR a B/A Borrowing, not later than 11:00 a.m. two Business Days before the date of the proposed Borrowing, (C) in the case of a Prime Borrowing or a Base Rate Borrowing not later than 12:00 noon11:00 a.m. (i) one Business Day before the date of the proposed Borrowing where such Borrowing is in an amount greater than Cdn. $10,000,000 (in the case of a Prime Borrowing) or U.S. $10,000,000. (in the case of a Base Rate Borrowing), Local Timeand (ii) on the date of the proposed Borrowing where such Borrowing is in an amount that is equal to or less than Cdn $10,000,000 (in the case of a Prime Borrowing), on or U.S. $10,000,000 (in the case of a Base Rate Borrowing) or, (D) in any other case, not later than one Business Day before the date of the proposed Borrowing. Each such telephonic borrowing request shall be irrevocable. The Administrative Agent and each Lender are entitled to rely and act upon any borrowing request or written Borrowing Request shall be irrevocable given or purportedly given by the Borrower, and shall be confirmed promptly by hand delivery the Borrower hereby waives the right to dispute the authenticity and validity of any such request or electronic means to resulting transaction once the Administrative Agent of or any Lender has advanced funds, accepted a B/A or made a B/A Equivalent Loan based on such borrowing request or written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable BorrowerRequest. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02information:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount and currency of the each requested Borrowing;
(iiiii) the date of such Borrowing, which shall be a Business Day;
(iviii) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing a Prime Borrowing, a B/A Borrowing, a Base Rate Borrowing, or a Eurocurrency LIBO Rate Borrowing;
(viv) in the case of a Eurocurrency LIBO Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”, and in the case of a B/A Borrowing, the initial Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period”; and
(viv) the location and number of the applicable Borrower’s account to which funds are to be disbursed. , which shall comply herewith.
(b) If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowinga Prime Borrowing (if denominated in Canadian Dollars) or a Base Rate Borrowing (if denominated in U. S. Dollars). If no currency is specified, the Borrowing shall be denominated in Canadian Dollars. If no Interest Period is specified with respect to any requested Eurocurrency LIBO Rate Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no Contract Period is specified with respect to any requested B/A Borrowing, then the Borrower shall be deemed to have selected a Contract Period of one month duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.032.3, 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.
(c) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request. Thereafter, the Borrower may elect to convert a Borrowing to a different Type or to continue such Borrowing and, in the case of (i) a LIBO Rate Borrowing, may elect a new Interest Period therefor, or (ii) a B/A Borrowing, may elect a new Contract Period therefor, all as provided in this Section 2.3(c). The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. To make an election pursuant to this Section 2.3(c), the Borrower shall notify the Administrative Agent of such election by the time that a Borrowing Request would be required under Section 2.3(a) if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such request shall be irrevocable. In addition to the information specified in Section 2.3(b), each written Borrowing Request shall specify the Borrowing to which such request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing. For greater certainty, if a Borrowing is being converted from a Borrowing in one currency to a Borrowing in another currency, the conversion will be effected by way of repayment of the original Borrowing and re-advance of the new Borrowing, and not merely by way of book entry.
(d) In the absence of a timely and proper election with regard to (i) LIBO Rate Borrowings, the Borrower shall be deemed to have elected to convert such LIBO Rate Borrowings to Base Rate Borrowings on the last day of the Interest Period of the relevant LIBO Rate Borrowings, and (ii) B/A Borrowings, the Borrower shall be deemed to have elected to convert such B/A Borrowings to Prime Borrowings on the last day of the Contract Period of the relevant B/A Borrowings.
Appears in 1 contract
Samples: Supplemental Senior Revolving Facility Credit Agreement (Tim Hortons Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, a conversion of Loans from one Type to the applicable other or a continuation of Eurocurrency Loans, the Borrower shall irrevocably notify the Administrative Agent of such request by (A) telephone or (aB) a written Borrowing Request in a form attached hereto as Exhibit C or such other form as may be approved by the case of Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date Responsible Officer of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such Borrower; provided that any telephonic Borrowing Request shall be irrevocable and shall notice must be confirmed promptly immediately by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request. Each such Borrowing Request in a form approved must be received by the Administrative Agent not later than noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Loans denominated in Dollars or of any conversion of Eurocurrency Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Loans denominated in Alternative Currencies, and signed (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurocurrency Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than noon (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in Dollars, 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 Eurocurrency Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the applicable BorrowerLenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency 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, conversion or continuation of Eurocurrency Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing, conversion or continuation;
(iiiii) the date of such Borrowing, conversion or continuation, which shall be a Business Day;
(iii) whether such Borrowing, conversion or continuation is to be a Base Rate Borrowing or a Eurocurrency Borrowing;
(iv) subject to Section 2.02(c), whether the currency in which such Borrowing is to be made, which shall be Dollars or an ABR Borrowing or a Eurocurrency BorrowingAlternative Currency;
(v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06;
(vii) whether the Borrower is requesting a new Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Loans; and
(viii) the Type of Loans to be borrowed or to which existing Loans are to be converted. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars to the Borrower, the requested Revolving Borrowing shall be a Base Rate Borrowing. In the case of a failure to timely request a conversion or continuation of Eurocurrency Loans, such Loans shall be continued as Eurocurrency Loans in their original currency with an ABR BorrowingInterest Period of one month’s duration. If no Interest Period is specified with respect to any requested Eurocurrency BorrowingBorrowing or conversion or continuation of Eurocurrency Loans, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount (and currency) of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or other than a Term BorrowingSwingline Loan, the applicable Borrower shall notify the Applicable Agent (and the US Administrative Agent if it shall not be the Applicable Agent) of such request (a) in the case of a Eurodollar Borrowing, by telephone or electronic communication not later than 12:00 noon, Local Time, three (a3) Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Borrowing, by telephone or electronic communication not later than 12:00 noon, Local Time, one (1) Business Day before the date of the proposed Borrowing, (c) in the case of a Eurocurrency Borrowing, by facsimile or electronic communication not later than 2:00 p.m.11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing, (d) in the case of a CDOR Borrowing, by facsimile or electronic communication not later than 12:00 noon, Local Time, three (3) Business Days before the date of the proposed Borrowing or and (be) in the case of a Canadian Prime Borrowing, by facsimile or electronic communication not later than 12:00 noon, Local Time, one (1) Business Day before the date of the proposed Borrowing; provided that (i) any such notice of an ABR Borrowing to finance the reimbursement of a US LC 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 and (ii) any such notice of a Canadian Prime Borrowing to finance the reimbursement of a Canadian LC 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. Each such telephonic Borrowing Request shall be irrevocable and and, if delivered by telephone, shall be confirmed promptly by hand delivery facsimile transmission or electronic means communication to the Administrative Applicable Agent of a written Borrowing Request in a form approved by the Administrative Applicable Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether the Borrower requesting such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansBorrowing;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether the Class and Type of such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurodollar Borrowing, a Eurocurrency 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
(vi) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. If no election as to the Type of Borrowing is specified, (i) with respect to Borrowings under the US Commitments, then the requested Borrowing shall be an ABR Borrowing and (ii) with respect to Borrowings under the Canadian Commitment, then the requested Borrowing shall be a Canadian Prime Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, Eurocurrency Borrowing or CDOR Borrowing, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Applicable Agent shall advise each Lender having a Commitment of the Class of the requested Borrowing of the details thereof such Borrowing Request 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. (a) To request a Revolving Facility Borrowing and/or (other than a Term BorrowingSwingline Loan), the applicable Borrower Representative shall notify the Administrative Agent of such request by telephone in writing (awhether through Administrative Agent’s pinnacle system or other form of electronic submission acceptable to the Administrative Agent) in a form approved by the case of a Eurocurrency Borrowing, Administrative Agent and signed by the Borrower Representative not later than 2:00 1:00 p.m., Local Time, New York time:
(i) three (3) Business Days before prior to the date proposed Borrowing Date with respect to the making of Revolving Loans denominated in U.S. Dollars to which the 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) in the case of an ABR Borrowing not later than 12:00 noon, 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 delivery, facsimile, or electronic means emailed pdf to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing the name of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe applicable Borrower(s);
(ii) the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether the Type and Currency of such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;; and
(v) in the case of a Eurocurrency Borrowingif applicable, 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 .” Any Borrowing Request that shall fail to specify any of the applicable Borrower’s account to which funds are to information required by the preceding provisions of this paragraph may be disbursed. If no election as rejected by the Administrative Agent if such failure is not corrected promptly after the Administrative Agent shall give written or telephonic notice thereof to the Type Borrower Representative and, if so rejected, will be of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one month’s durationforce or effect. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Big Lots Inc)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower Representative shall notify the Administrative Agent of such request either in writing (delivered by hand or fax) in a form approved by the Administrative Agent and signed by the Borrower Representative or by telephone or through Electronic Systems, if arrangements for doing so have been approved by the Administrative Agent, (a) in the case of a Eurocurrency BorrowingBorrowing denominated in Dollars, not later than 2:00 p.m.11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing or Borrowing, (b) in the case of an ABR a Eurocurrency Borrowing denominated in a Foreign Currency, not later than 12:00 noonnoon Local 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., Local 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 2.05(e) may be given not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing; provided, that in the case of the foregoing clause (b), each such notice may only be in writing (delivered by hand, fax or email). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery delivery, fax or electronic means a communication through Electronic Systems to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.022.01:
(i) whether such Borrowing is to be a Borrowing the Class of Term A LoansBorrowing, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing, and a breakdown of the separate wires comprising such Borrowing;
(ii) the name of the applicable Borrower(s) and the amount of each Borrowing for the applicable Borrower;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, the Agreed Currency applicable thereto; and
(vi) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed. ." If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing in Dollars. If no Agreed Currency is specified with respect to any requested initial Eurocurrency Revolving Borrowing, then the requested Revolving Borrowing shall be a Borrowing in Dollars. If no Interest Period is specified with respect to any requested Eurocurrency Revolving Borrowing, then the Borrowers applicable Borrower(s) shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, 10:00 a.m. (x) three Business Days before the date of the any proposed Borrowing denominated in Dollars and (y) four Business Days before the date of any proposed Borrowing denominated in an Alternative Currency or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local Time10:00 a.m., 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 facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether the Class of Loans comprising such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansBorrowing;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; provided that any Borrowing denominated in an Alternative Currency shall be a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;
(vi) in the case of a Eurocurrency Revolving Facility Borrowing, the currency in which such Borrowing is to be denominated (which shall be Dollars or an Alternative Currency); and
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed. If no election as to the currency of any Revolving Facility Borrowing is made, then the requested Borrowing shall be made in Dollars. If no election as to the Type of Revolving Facility Borrowing or Term Borrowing is specified, then the requested Borrowing shall be (x) an ABR BorrowingBorrowing in the case of Loans denominated in Dollars or (y) a Eurocurrency Borrowing with an Interest Period of one month’s duration in the case of Revolving Facility Loans denominated in an Alternative Currency. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each applicable 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 (EVERTEC, Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a or Term Borrowing, the applicable Borrower shall notify give irrevocable notice to the Administrative Agent of such request by telephone (a) in the case or delivery of a Eurocurrency BorrowingBorrowing Request; provided, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such that any telephonic Borrowing Request shall be irrevocable and shall notice must be confirmed promptly immediately by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request. Each such Borrowing Request in a form approved must be received by the Administrative Agent not later than 11:00 a.m., New York City time, (a) three Business Days prior to the requested date of any Borrowing of EurocurrencyTerm SOFR Loans denominated in Dollars, (b) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing denominated in Alternative Currencies, and signed (c) on the requested date of any Borrowing of ABR Loans; provided, however, that if the Borrower wishes to request Eurocurrency Loans having an Interest Period of twelve months in duration, the applicable notice must be received by the applicable BorrowerAdministrative Agent not later than 11:00 a.m., New York City time, (x) four Business Days prior to the requested date of such Borrowing of Eurocurrency Loans denominated in Dollars, or (y) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing of Eurocurrency Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., New York City time, (1) three Business Days before the requested date of such Borrowing of EurocurrencyTerm SOFR Loans denominated in Dollars, or (2) 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 Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such the requested Borrowing is to be a Borrowing comprised of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Loans of any Class and/or Series or Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount and currency of the requested such Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Eurocurrency, an Alternative Currency Term Rate Borrowing, an Alternative Currency Daily Rate Borrowing or a Term SOFR Borrowing;
(v) in the case of a Eurocurrency EurocurrencyTerm SOFR Borrowing or an Alternative Currency Term Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; andand 58
(vi) the location and number of the applicable Borrower’s account to which funds are to be disburseddisbursed or, in the case of any Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f) (other than a deemed ABR Revolving Borrowing pursuant to Section 2.05(f)), the identity of the Issuing Bank that made such LC Disbursement. If no election as to the Type of Borrowing is specified, then then, with respect to Loans denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency EurocurrencyTerm SOFR Borrowing or Alternative Currency Term Rate Borrowing, as applicable, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified, then the requested Borrowing shall be denominated in Dollars. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the amount of such Lender’s Loan Lendxx’x Xoan to be made as part of the requested Borrowing.
Appears in 1 contract
Samples: First Amendment (Costar Group, Inc.)
Requests for Borrowings. To request a Borrowing (other than a continuation or conversion, which is governed by Section 2.8) of (a) Domestic Revolving Facility Borrowing and/or Loans, Global Revolving Loans or Incremental Term Loans, the relevant Borrower shall notify the Administrative Agent of such request by telephone, (i) in the case of a Term Eurodollar Borrowing, by not later than 11:00 a.m. on the applicable date that is three (3) Business Days before the date of the proposed Borrowing, (ii) in the case of an AC Daily Rate Borrowing or an AC Term Rate Borrowing, by not later than 11:00 a.m. on the date that is four (4) Business Days before the date of the proposed Borrowing, or (iii) in the case of an ABR Borrowing, by not later than 11:00 a.m. on the Business Day of the proposed Borrowing, and (b) the Delayed Draw Term Loan, the Parent Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, by not later than 2:00 p.m., Local Time, 11:00 a.m. on the date that is three (3) Business Days before the date of the proposed Borrowing Borrowing; provided, that, if the applicable Borrower wishes to request Eurodollar Loans or AC Term Rate Loans having an Interest Period other than one (b1), three (3) or six (6) months in duration as provided for such Type of Loan in the definition of “Interest Period” in Section 1.1, (I) the applicable notice must be received by the Administrative Agent by not later than 11:00 a.m. on the date that is four (4) Business Days (or five (5) Business Days, in the case of an ABR Borrowing AC Term Rate Borrowing) prior to the requested date of such Borrowing, (II) the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them, and (III) by not later than 12:00 noon, Local Time, 11:00 a.m. on the date that is three (3) Business Days before the requested date of such Borrowing, the proposed BorrowingAdministrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent Agent, and (1) signed by the applicable Parent Borrower, or (2) 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 2.02:
2.2: (iA) whether the applicable Borrower requesting such Borrowing is to (and be a Borrowing signed on behalf of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
such Borrower); (iiB) the Class and Type of the requested Borrowing; (C) the aggregate amount of the requested such Borrowing;
; (iiiD) the date of such Borrowing, which shall be a Business Day;
; (iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(vE) in the case of a Eurocurrency Eurodollar Borrowing or an AC Term Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(viF) the location and number of the applicable relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.7; and (G) the currency of such Borrowing (which shall be in Dollars in the case of any Domestic Revolving Loans, Swingline Loans and the Delayed Draw Term Loan, and otherwise shall be in Dollars or an Alternative Currency). If no election as to the currency of a Borrowing of Global Revolving Loans or Incremental Term Loans is specified in any such notice, then the requested Borrowing shall be 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 an AC Daily Rate Borrowing or AC Term Rate Borrowing (as applicable for the selected Alternative Currency) if denominated in an Alternative Currency. If no Interest Period is specified with respect to any requested Eurocurrency Eurodollar Borrowing or AC Term Rate Borrowing, then the Borrowers relevant Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.032.3, the Administrative Agent shall advise each relevant Lender of the details thereof and of the amount of such LenderXxxxxx’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Samples: Credit Agreement (SPX FLOW, Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) by irrevocable written notice (via a written Borrowing Request signed by the Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request signed by the Borrower) not later than 11:00 a.m., Local Time, four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local TimeNew York City time, on 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 2.06(e) 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 hand delivery or electronic means telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate principal amount of the requested Borrowing;
(iiiii) the date of such Borrowing, which shall be a Business Day;
(iviii) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing;
(viv) in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(viv) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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 (Rogers Corp)
Requests for Borrowings. (a) To request a Revolving Facility Borrowing and/or (other than a Borrowing of Term BorrowingLoans on the Effective Date), the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Eurodollar Borrowing, not later than 2:00 p.m.12:00 noon, Local TimePacific, three Los Angeles, California time, two Business Days before the date of the proposed Borrowing (provided such notice shall be given three Business Days before the date of any proposed Borrowing in an Alternative Currency) or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noonnoon Pacific, Local TimeLos Angeles, California time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR 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. Pacific, Los Angeles, California 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 telecopy to the Administrative Agent of a written Borrowing Request in the form of Exhibit E attached hereto and hereby made a form approved by the Administrative Agent part hereof and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the Class and aggregate amount of the requested Borrowing;
(iiiii) the date of such Borrowing, which shall be a Business Day;
(iviii) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Eurodollar Borrowing;
(iv) the applicable currency of the Borrowing;
(v) in the case of a Eurocurrency BorrowingEurodollar Loan, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specifiedspecified in the Borrowing Request, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency BorrowingEurodollar Loan, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration, in the case of a Eurodollar Loan. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the applicable Class and 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 (SmartStop Self Storage REIT, Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a or Term Borrowing, the applicable Borrower shall notify give irrevocable notice to the Administrative Agent of such request by telephone (a) in the case or delivery of a Eurocurrency BorrowingBorrowing Request; provided, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such that any telephonic Borrowing Request shall be irrevocable and shall notice must be confirmed promptly immediately by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request. Each such Borrowing Request in a form approved must be received by the Administrative Agent not later than 11:00 a.m., New York City time, (a) three Business Days prior to the requested date of any Borrowing of Eurocurrency Loans denominated in Dollars, (b) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing denominated in Alternative Currencies, and signed (c) on the requested date of any Borrowing of ABR Loans; provided, however, that if the Borrower wishes to request Eurocurrency Loans having an Interest Period of twelve months in duration, the applicable notice must be received by the applicable BorrowerAdministrative Agent not later than 11:00 a.m., New York City time, (x) four Business Days prior to the requested date of such Borrowing of Eurocurrency Loans denominated in Dollars, or (y) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing of Eurocurrency Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., New York City time, (1) three Business Days before the requested date of such Borrowing of Eurocurrency Loans denominated in Dollars, or (2) 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 Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such the requested Borrowing is to be a Borrowing comprised of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Loans of any Class and/or Series or Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount and currency of the requested such Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, 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 applicable Borrower’s account to which funds are to be disburseddisbursed or, in the case of any Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f) (other than a deemed ABR Revolving Borrowing pursuant to Section 2.05(f)), the identity of the Issuing Bank that made such LC Disbursement. 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 Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified, then the requested Borrowing shall be denominated in Dollars. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, a conversion of Loans from one Type to the applicable Borrower other or a continuation of Eurodollar Loans, the Borrowers shall notify the Administrative Agent of such request, which may be given by telephone, not later than 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Loans or of any conversion of Eurodollar Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowers wish to request Eurodollar Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by telephone the Administrative Agent not later than 11:00 a.m.
(ai) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurodollar Loans, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than noon, (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurodollar Loans, the Administrative Agent shall notify the Borrowers (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each Borrowing Request shall be irrevocable (provided that a request for Loans may, subject to Section 2.15, be conditioned upon consummation of the Acquisition) and, in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and Request, shall be confirmed promptly by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request in a form approved by attached hereto as Exhibit E (in the Administrative Agent case of a Borrowing Request for Loans on the Restatement Effective Date, with modifications to reflect the conditions to the borrowing of the Loans on the Restatement Effective Date as provided in this Agreement) and signed by the applicable BorrowerBorrowers. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether the Class of Loans to which such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term LoansRequest relates;
(ii) the aggregate amount of the requested Borrowing, conversion or continuation;
(iii) the date of such Borrowing, conversion or continuation, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing Borrowing, conversion or continuation is to be an ABR a Base Rate Borrowing or a Eurocurrency Eurodollar Borrowing;
(v) in the case of a Eurocurrency Eurodollar Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06; and
(vii) whether the Borrowers are requesting a new Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Loans. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. In the case of a failure to timely request a conversion or continuation of Eurodollar Loans, such Loans shall be converted to Base Rate Loans on the last day of the applicable Interest Period. If no Interest Period is specified with respect to any requested Eurocurrency BorrowingEurodollar Borrowing or conversion or continuation of Eurodollar Loans, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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. Except as otherwise provided herein, a Eurodollar Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Loans without the prior written consent of the Required Lenders.
Appears in 1 contract
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, 10:00 a.m. (x) three Business Days before the date of the any proposed Borrowing denominated in Dollars and (y) four Business Days before the date of any proposed Borrowing denominated in an Alternative Currency or (b) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon, Local Time10:00 a.m., 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 telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Revolving Facility Loans, 2018 Term A Loans, 2020 Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility B Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Revolving Loans;
(ii) the aggregate amount of the requested Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;
(vi) in the case of a Eurocurrency Revolving Facility Borrowing, the currency in which such Borrowing is to be denominated (which shall be Dollars or an Alternative Currency); and
(vivii) the location and number of the applicable Borrower’s account to which funds are to be disbursed. If no election as to the currency of any Revolving Facility Borrowing is made, then the requested Borrowing shall be made in Dollars. If no election as to the Type of Revolving Facility Borrowing or Term Borrowing is specified, then the requested Borrowing shall be (x) an ABR BorrowingBorrowing in the case of Loans denominated in Dollars or (y) a Eurocurrency Borrowing with an Interest Period of one month’s duration in the case of Revolving Facility Loans denominated in an Alternative Currency. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each applicable 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 (EVERTEC, Inc.)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or (other than a Term BorrowingSwingline Loan or Alternate Currency Loan), the applicable Borrower shall notify the Administrative Agent of such request by telephone in writing (a) in the case of a Eurocurrency BorrowingBorrowing denominated in Dollars, not later than 2:00 p.m.12:00 noon, Local TimeNew York City time, three Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in a currency other than Dollars, not later than 12:00 noon, New York City time, four Business Days before the date of the proposed Borrowing or (bc) in the case of an ABR Borrowing Borrowing, not later than 12:00 noon11:00 a.m., Local TimeNew York City 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 2.06(e) 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 hand delivery or electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing the identity of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loansthe Applicable Borrower;
(ii) the aggregate amount of the requested Borrowing;
(iii) the Class of such Borrowing;
(iv) the currency (which may be Dollars or, if applicable, a Foreign Currency) in which such Borrowing is to be denominated;
(v) the date of such Borrowing, which shall be a Business Day;
(ivvi) subject to Section 2.02(c)in the case of a Borrowing denominated in Dollars, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(vvii) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by clause (a) of the definition of the term “Interest Period”; and
(viviii) the location and number of the applicable Applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of such Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing, unless such Borrowing is denominated in a Foreign Currency, in which case such Borrowing shall be a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, 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 (Manitowoc Co Inc)
Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, a conversion of Loans from one Type to the applicable other or a continuation of EurocurrencyTerm SOFR Loans or Alternative Currency Term Rate Loans, the Borrower shall irrevocably notify the Administrative Agent of such request by (A) telephone or (aB) a written Borrowing Request in a form attached hereto as Exhibit C or such other form as may be approved by the case of Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date Responsible Officer of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such Borrower; provided that any telephonic Borrowing Request shall be irrevocable and shall notice must be confirmed promptly immediately by hand delivery or telecopy or transmission by electronic means communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request. Each such Borrowing Request in a form approved must be received by the Administrative Agent not later than noon (i) three U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of EurocurrencyTerm SOFR Loans or of any conversion of EurocurrencyTerm SOFR Loans to Base Rate Loans, (ii) three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Alternative Currency Loans or, in the case of Alternative Currency Term Rate Loans, any continuation thereof, and signed (iii) on the requested date of any Borrowing of Base Rate Loans or LIBORSOFR Daily Floating Rate Loans; provided, however, that if the Borrower wishes to request EurocurrencyTerm SOFR Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m.
(i) four U.S. Government Securities Business Days prior to the requested date of such Borrowing, conversion or continuation 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 applicable BorrowerLenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three U.S. Government Securities Business Days before the requested date of such Borrowing, conversion or continuation 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 has been consented to by all the applicable Lenders. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be a Borrowing of Term A Loans, Term A-1 Loans, Deferred Term A Loans, Revolving Facility Loans, Other Incremental Revolving Loans, Other Revolving Loans, Replacement Revolving Loans, Refinancing Term Loans or Other Incremental Term Loans;
(ii) the aggregate amount of the requested Borrowing, conversion or continuation;
(iiiii) the date of such Borrowing, conversion or continuation, which shall be a Business Day;
(iii) whether such Borrowing, conversion or continuation is to be a Base Rate Borrowing, a EurocurrencyTerm SOFR Borrowing, a LIBORSOFR Daily Floating Rate Borrowing, or an Alternative Currency Borrowing;
(iv) subject to Section 2.02(c), whether the currency in which such Borrowing is to be made, which shall be Dollars or an ABR Borrowing or a Eurocurrency BorrowingAlternative Currency;
(v) in the case of a Eurocurrency EurocurrencyTerm SOFR Borrowing or an Alternative Currency Term Rate Borrowing, 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 applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06;
(vii) whether the Borrower is requesting a new Borrowing, a conversion of Loans from one Type to the other, or a continuation of EurocurrencyTerm SOFR Loans or Alternative Currency Term Rate Loans; and
(viii) the Type of Loans to be borrowed or to which existing Loans are to be converted. If no election as to the Type of Borrowing is specified, then then, in the case of a Borrowing denominated in Dollars to the Borrower, the requested Revolving Borrowing shall be a Base Rate Borrowing. In the case of a failure to timely request a conversion or continuation of EurocurrencyTerm SOFR Loans or Alternative Currency Term Rate Loans, such Loans shall be continued as EurocurrencyTerm SOFR Loans or Alternative Currency Term Rate Loans in their original currency, as applicable, with an ABR BorrowingInterest Period of one month’s duration. If no Interest Period is specified with respect to any requested Eurocurrency BorrowingEurocurrencyTerm SOFR Borrowing or Alternative Currency Term Rate Borrowing or conversion or continuation of EurocurrencyTerm SOFR Loans or Alternative Currency Term Rate Loans, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount (and currency) of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a EurocurrencyTerm SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as EurocurrencyTerm SOFR Loans, LIBORSOFR Daily Floating Rate Loans or Alternative Currency Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Alternative Currency Loans be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof promptly, in the case of Alternative Currency Daily Rate Loans or, on the last day of the then current Interest Period with respect thereto in the case of Alternative Currency Term Rate Loans. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.
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