Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued. (b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative. (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; (iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and (iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. (e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 6 contracts
Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 5 contracts
Samples: First Lien Credit Agreement (Isos Acquisition Corp.), First Lien Credit Agreement (Isos Acquisition Corp.), First Lien Credit Agreement (Isos Acquisition Corp.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowingan Interest Period Loan, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower Agent may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowingan Interest Period Loan, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers Borrower Agent 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 LendersApplicable Lenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline LoansLoans or Protective Advances, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative Agent shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative Agent were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Agent and signed by a Responsible Officer of the Borrower RepresentativeAgent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be a Floating Rate Loan or an ABR Borrowing or a LIBO Rate BorrowingInterest Period Loan; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowingan Interest Period Loan, the Type, and the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing an Interest Period Loan but does not specify an Interest Period, then the Borrowers Borrower Agent shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Applicable Lender of the details thereof and of such Applicable Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative Agent fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing an Interest Period Loan prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Floating Rate Borrowing with an Interest Period of one monthLoan in the same currency. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeAgent, then, so long as an Event of Default is continuing (i) no outstanding Borrowing with respect to Revolving Loans may be converted to or continued as a LIBO Rate Borrowing an Interest Period Loan and (ii) unless repaid, each LIBO Rate Borrowing Interest Period Loan shall be converted to an ABR Borrowing a Floating Rate Loan in the same currency at the end of the then-current Interest Period applicable thereto.
(f) The conversion of any Borrowing pursuant to this Section 2.08 shall not be, and shall not be deemed to be, a discharge, rescission, extinguishment, novation or substitution of the Borrowing and following such conversion, the Borrowing shall continue to be the same obligation and not a new obligation.
Appears in 5 contracts
Samples: Credit Agreement (ATD Corp), Credit Agreement (ATD Corp), Credit Agreement (ATD Corp)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO LIBOR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower Agent may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO LIBOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers Borrower Agent 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 LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline LoansBorrowings or Protective Advances, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative Agent shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative Agent were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Agent and signed by a Responsible Officer of the Borrower RepresentativeAgent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO LIBOR Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO LIBOR Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO LIBOR Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower Agent shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative Agent fails to deliver a timely Interest Election Request with respect to a LIBO LIBOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeAgent, then, so long as an Event of Default is continuing (i) no outstanding Borrowing with respect to Revolving Loans may be converted to or continued as a LIBO LIBOR Rate Borrowing and (ii) unless repaid, each LIBO LIBOR Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 4 contracts
Samples: Credit Agreement (Northern Tier Energy LP), Credit Agreement (Northern Tier Energy LP), Credit Agreement (Northern Tier Energy, Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify deliver an Interest Election Request, completed and signed by a Responsible Officer of the Borrower, of the applicable election to the Administrative Agent; provided that, in each case under this Section 2.08(b), such Interest Election Request must be received by the Administrative Agent of such election either delivered in writing (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 any Borrowing, conversion or by telephone by continuation of LIBO Rate Loans (or one Business Day in the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a case of any Borrowing of the Type resulting from such election or conversion to LIBO Rate Loans in Dollars to be made on the effective Closing Date) and (ii) 1:00 p.m. on the requested date of any Borrowing of ABR Loans (or, in each case, such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) later time as is reasonably acceptable to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of Agent); provided, however, that if the Borrower Representative.
wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(iA) the Borrowing applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective requested date of the election made pursuant relevant Borrowing, conversion 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 Interest Election Request, which shall be a Business Day;
(iii) request and determine whether the resulting Borrowing requested Interest Period is available to be an ABR Borrowing or a LIBO Rate Borrowing; and
them and (ivB) if not later than 12:00 noon three Business Days before the resulting Borrowing is a LIBO Rate requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”appropriate Lenders. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), Term Loan Credit Agreement (Claros Mortgage Trust, Inc.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO an Adjusted Term SOFR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers a Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO an Adjusted Term SOFR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers A 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the a Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section Section 2.03 if the a Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representativesuch Borrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii(iii) and (iv(iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO an Adjusted Term SOFR Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO an Adjusted Term SOFR Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO an Adjusted Term SOFR Rate Borrowing but does not specify an Interest Period, then the Borrowers such Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderLxxxxx’s portion of each resulting Borrowing.
(e) If the a Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO an Adjusted Term SOFR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO an Adjusted Term SOFR Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeParent Borrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO an Adjusted Term SOFR Rate Borrowing and (ii) unless repaid, each LIBO Adjusted Term SOFR Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 4 contracts
Samples: First Lien Credit Agreement (Lucky Strike Entertainment Corp), First Lien Credit Agreement (Bowlero Corp.), First Lien Credit Agreement (Bowlero Corp.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing or BA Rate Borrowing, shall have an initial Interest Period or BA Period, as applicable, as specified in such Borrowing Request. Thereafter, the Borrowers Borrower Representative may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor (and in the case of a BA Rate Borrowing, may elect BA Periods therefor), all as provided in this SectionSection 2.08. The Borrowers Borrower Representative 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, applicable Lenders based upon their respective Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax email or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were was requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Alternate Base Rate Borrowing, a LIBO Rate Borrowing, a Canadian Prime Rate Borrowing or a LIBO BA Rate Borrowing, as applicable;
(iv) the relevant currency of the Borrowing; and
(ivv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period (or in the case of a BA Rate Borrowing, the BA Period) to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” or “BA Period”, as applicable. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period (or requests a BA Rate Borrowing but does not specify a BA Period), then the Borrowers Borrower Representative shall be deemed to have selected an Interest Period or BA Period, as applicable, of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ei) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an such Event of Default is continuing exists (ix) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing Borrowing, and (iiy) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Alternate Base Rate Borrowing at the end of the then-current Interest Period applicable thereto.
(ii) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to any BA Rate Loan prior to the end of the BA Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such BA Period to a BA Rate Loan with a BA Period of one month. Notwithstanding anything to the contrary herein, if an Event of Default exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then so long as such Event of Default exists (x) no outstanding Borrowing may be converted or continued as a BA Rate Loan and (y) unless repaid, each BA Rate Loan shall be converted to a Canadian Prime Rate Loan at the end of the then-current BA Period applicable thereto.
(f) It is understood and agreed that (i) only a Borrowing denominated in US Dollars may be made in the form of, or converted into, an ABR Loan, (ii) only a Borrowing made by the Canadian Borrower denominated in Canadian Dollars may be made in the form of, or converted into, or continued as, a BA Rate Loan or a Canadian Prime Rate Loan and (iii) a Borrowing denominated in an Alternate Currency may only be made in the form of, or converted into, or continued as, a LIBO Rate Loan (or such other type of Revolving Loan as may be agreed by the Administrative Agent and the Borrower Representative pursuant to Section 1.12). 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 original currency of such Revolving Loan and reborrowed in the other currency.
Appears in 4 contracts
Samples: Incremental Amendment to Credit Agreement (Knowlton Development Corp Inc), Credit Agreement (Knowlton Development Corp Inc), Incremental Amendment to Credit Agreement (Knowlton Development Parent, Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate any Adjusted Term SOFR Borrowing, shall have an the initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate an Adjusted Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their respective Applicable Percentages Percentages, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to in accordance with the Administrative Agent terms of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeSection 2.03(a).
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an each Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderLxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate any Adjusted Term SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be continued at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing an Adjusted Term SOFR Borrowing, as applicable, with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate an Adjusted Term SOFR Borrowing and (ii) unless repaid, each LIBO Rate Adjusted Term SOFR Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 4 contracts
Samples: First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify deliver an Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower, of the applicable election to the Administrative Agent; provided that, in each case under this Section 2.08(b), such Interest Election Request must be received by the Administrative Agent of such election either delivered in writing (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 any Borrowing, conversion or by telephone by continuation of LIBO Rate Loans (or one Business Day in the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a case of any Borrowing of the Type resulting from such election or conversion to LIBO Rate Loans in Dollars to be made on the effective Closing Date) and (ii) 1:00 p.m. on the requested date of any Borrowing of ABR Loans (or, in each case, such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) later time as is reasonably acceptable to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of Agent); provided, however, that if the Borrower Representative.
wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(iA) the Borrowing applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective requested date of the election made pursuant relevant Borrowing, conversion 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 Interest Election Request, which shall be a Business Day;
(iii) request and determine whether the resulting Borrowing requested Interest Period is available to be an ABR Borrowing or a LIBO Rate Borrowing; and
them and (ivB) if not later than 12:00 noon three Business Days before the resulting Borrowing is a LIBO Rate requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”appropriate Lenders. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.), Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.), Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate any Term Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing denominated in Dollars to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Term Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continueda Term Benchmark Borrowing.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify Borrower, to the following information Administrative Agent in compliance accordance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”2.03. If any such Interest Election Request requests a LIBO Rate Term Benchmark Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver (or cause to be delivered) a timely Interest Election Request with respect to a LIBO Rate Term Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable theretoBorrowing.
Appears in 4 contracts
Samples: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO LIBOR Rate Borrowing or a Canadian BA Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower Agent may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO LIBOR Rate Borrowing or a Canadian BA Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers Borrower Agent 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 LendersApplicable Lenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline LoansBorrowings or Protective Advances, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Borrower Representative Agent shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative Agent were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Agent and signed by a Responsible Officer of the Borrower RepresentativeAgent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing, a LIBOR Rate Borrowing, a Canadian Prime Rate Borrowing or a LIBO Canadian BA Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO LIBOR Rate Borrowing or a Canadian BA Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO LIBOR Rate Borrowing or a Canadian BA Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower Agent shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Applicable Lender of the details thereof and of such Applicable Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative Agent fails to deliver a timely Interest Election Request with respect to a LIBO LIBOR Rate Borrowing or a Canadian BA Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing or a LIBO Canadian Prime Rate Borrowing with an Interest Period of one monthBorrowing, respectively. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required U.S. Lenders or the Required Canadian Lenders, as applicable, so notifies the Borrower RepresentativeAgent, then, so long as an Event of Default is continuing (i) no outstanding Borrowing with respect to Revolving Loans may be converted to or continued as a LIBO LIBOR Rate Borrowing or a Canadian BA Rate Borrowing and (ii) unless repaid, each LIBO LIBOR Rate Borrowing and Canadian BA Rate Borrowing shall be converted to an ABR Borrowing or Canadian Prime Rate Borrowing, respectively, at the end of the then-current Interest Period applicable thereto.
Appears in 4 contracts
Samples: Credit Agreement (Nexeo Solutions, Inc.), Credit Agreement (Nexeo Solutions Holdings, LLC), Credit Agreement (Nexeo Solutions Holdings, LLC)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO any Adjusted Eurocurrency Rate Borrowing, shall have an the initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Administrative Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO an Adjusted Eurocurrency Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers Administrative 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, Lenders based upon their respective Applicable Percentages Percentages, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Administrative Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to in accordance with the Administrative Agent terms of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeSection 2.03(a).
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO an Adjusted Eurocurrency Rate Borrowing but does not specify an Interest Period, then the Borrowers Administrative Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an each Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Administrative Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO any Adjusted Eurocurrency Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO an Adjusted Eurocurrency Rate Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeAdministrative Borrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO an Adjusted Eurocurrency Rate Borrowing and (ii) unless repaid, each LIBO Adjusted Eurocurrency Rate Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
(f) It is understood and agreed that (i) only a Borrowing denominated in Dollars may be made in the form of, or converted into, an ABR Loan and (ii) a Borrowing denominated in an Alternate Currency may only be made in the form of, or converted into, or continued as, an Adjusted Eurocurrency Rate Loan (or such other type of Revolving Loan as may be agreed by the Administrative Agent and the Administrative Borrower pursuant to Section 1.11). 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 original currency of such Revolving Loan and reborrowed in the other currency.
Appears in 3 contracts
Samples: Credit Agreement (Syneos Health, Inc.), Credit Agreement (Syneos Health, Inc.), Credit Agreement (INC Research Holdings, Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers relevant Borrower (or the Top Borrower on behalf of the relevant 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the relevant Borrower Representative shall notify (or the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Top Borrower Representative were requesting a Borrowing on behalf of the Type resulting from such election to be made on the effective date of such election. Each such relevant Borrower) shall (i) deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the relevant Borrower Representative.
(cor the Top Borrower on behalf of the relevant Borrower) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
or (ii) the effective date provide telephonic notice (promptly confirmed in writing by delivery of the election made pursuant to such a written Interest Election Request, which shall be appropriately completed and signed by a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition Responsible Officer of the term “Interest Period”relevant Borrower (or the Top Borrower on behalf of the relevant Borrower)) of the applicable election to the Administrative Agent. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Top Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ed) If the relevant Borrower Representative (or the Top Borrower on behalf of the relevant Borrower) fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeTop Borrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 3 contracts
Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.), First Lien Credit Agreement (Cotiviti Holdings, Inc.), First Lien Credit Agreement (Cotiviti Holdings, Inc.)
Type; Interest Elections. (a) Each Borrowing The Loans initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period (not to exceed two (2) months’ duration) as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such all or any portion of any Borrowing (subject to the minimum amounts for Borrowings of the applicable Type specified in Section 2.02(c)) to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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 LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by (i) in the time that case of an election to convert to or continue as a Borrowing Request would be required under Section 2.03 if LIBO Rate Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the Borrower Representative were requesting a Borrowing date of the Type resulting from such proposed conversion or continuation or (ii) in the case of an election to be made on convert to or continue as an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to the effective date of such electionthe proposed conversion or continuation. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-then current Interest Period applicable thereto.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (TMS International Corp.), Term Loan Credit Agreement (TMS International Corp.), Term Loan Credit Agreement (Tube City IMS CORP)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representativeof the applicable election to the Administrative Agent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 3 contracts
Samples: First Lien Credit Agreement (Shift4 Payments, Inc.), Second Lien Credit Agreement (Shift4 Payments, Inc.), First Lien Credit Agreement (Shift4 Payments, Inc.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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 LendersTranche A Lenders (with respect to Tranche A Loans) and the Tranche A-1 Lenders (with respect to Tranche A-1 Loans), based upon their Tranche A Applicable Percentages and Tranche A-1 Applicable Percentages, respectively, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline LoansBorrowings or Protective Advances, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 3 contracts
Samples: Abl Credit Agreement (TMS International Corp.), Abl Credit Agreement (TMS International Corp.), Abl Credit Agreement (Tube City IMS CORP)
Type; Interest Elections. (a) Each Borrowing Loans shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such all or any portion of any Borrowing (subject to the minimum amounts for Borrowings of the applicable Type specified in Section 2.02(c)) to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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 LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by (i) in the time that case of an election to convert to or continue as a Borrowing Request would be required under Section 2.03 if LIBO Rate Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the Borrower Representative were requesting a Borrowing date of the Type resulting from such proposed conversion or continuation or (ii) in the case of an election to be made convert to or continue as an ABR Borrowing, not later than 10:00 a.m., New York City time, on the effective date of such electionthe proposed conversion or continuation. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Agent and signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default of the type set forth in clauses (a) or (b) of Article VII (without giving effect to any grace period set forth therein) has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing continuing,
(i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-then current Interest Period applicable thereto.
Appears in 2 contracts
Samples: Credit Agreement (TransDigm Group INC), Credit Agreement (TransDigm Group INC)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate any Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representativeof the applicable election to the Administrative Agent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Benchmark Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Benchmark Borrowing with an Interest Period of one month’s duration. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Benchmark Borrowing and (ii) unless repaid, each LIBO Rate Benchmark Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 2 contracts
Samples: Credit Agreement (ATI Physical Therapy, Inc.), Credit Agreement (ATI Physical Therapy, Inc.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrowers (or the Borrower Representative Agent on behalf of Borrowers) shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative Borrowers were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeAgent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative Agent fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeAgent, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Party City Holdco Inc.), Term Loan Credit Agreement (Am-Source, LLC)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO any Eurodollar Rate Borrowing, shall have an the initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers relevant Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO an Eurodollar Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers relevant 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, Lenders based upon their respective Applicable Percentages Percentages, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the relevant Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to in accordance with the Administrative Agent terms of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeSection 2.03(a).
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an each Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ed) If the relevant Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO any Eurodollar Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO an Eurodollar Rate Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representativerelevant Borrower, then, so long as an such Event of Default is continuing exists, (i) no outstanding Borrowing may be converted to or continued as a LIBO an Eurodollar Rate Borrowing and (ii) unless repaid, each LIBO Eurodollar Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 2 contracts
Samples: Credit Agreement (Brookfield Property REIT Inc.), Credit Agreement (Brookfield Property REIT Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO any Adjusted Eurocurrency Rate Borrowing, shall have an the initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers applicable Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO an Adjusted Eurocurrency Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers applicable 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, Lenders based upon their respective Applicable Percentages Percentages, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the applicable Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to in accordance with the Administrative Agent terms of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeSection 2.03(a).
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an each Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ed) If the applicable Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO any Adjusted Eurocurrency Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be continued at the end of such Interest Period such Borrowing shall be converted to a LIBO an Adjusted Eurocurrency Rate Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representativeapplicable Borrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO an Adjusted Eurocurrency Rate Borrowing and (ii) unless repaid, each LIBO Adjusted Eurocurrency Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 2 contracts
Samples: Credit Agreement (Certara, Inc.), Credit Agreement (Certara, Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Eurodollar Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Eurodollar Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.05, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)i) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
or (ii) the effective date provide telephonic notice (promptly confirmed in writing by delivery of the election made pursuant to such a written Interest Election Request, which shall be appropriately completed and signed by a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition Responsible Officer of the term “Interest Period”Borrower) of the applicable election to the Administrative Agent. If any such Interest Election Request requests a LIBO Eurodollar Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Eurodollar Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Eurodollar Rate Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Eurodollar Rate Borrowing and (ii) unless repaid, each LIBO Eurodollar Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 2 contracts
Samples: Term Loan Agreement (Daseke, Inc.), Term Loan Agreement (Daseke, Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO any Adjusted Eurocurrency Rate Borrowing, shall have an the initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO an Adjusted Eurocurrency Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their respective Applicable Percentages Percentages, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to in accordance with the Administrative Agent terms of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeSection 2.03(a).
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an each Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO any Adjusted Eurocurrency Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be continued at the end of such Interest Period such Borrowing shall be converted to a LIBO an Adjusted Eurocurrency Rate Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO an Adjusted Eurocurrency Rate Borrowing and (ii) unless repaid, each LIBO Adjusted Eurocurrency Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Waystar Holding Corp.), First Amendment to the First Lien Credit Agreement (Waystar Holding Corp.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request (or in the case of the initial Borrowing of (i) Initial USD Term Loans, as specified in the First Amendment and (ii) 2017 Replacement USD Term Loans or 2017 Replacement Euro Term Loans, as specified in the Second Amendment, and in each case (for the avoidance of doubt), the requirements of clauses (b) and (c) below shall not apply to such initial Borrowing of Initial USD Term Loans, 2017 Replacement USD Term Loans or 2017 Replacement Euro Term Loans) and, in the case of a LIBO Rate SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers applicable Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate SOFR Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers applicable Borrower may elect different options Types with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders, applicable Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the applicable Borrower Representative shall notify the Administrative Agent of such election either delivered in writing in the form of an Interest Election Request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or (in the case of a Borrowing denominated in Dollars) by telephone by the time that a Borrowing Request would be required under Section 2.03 if the such Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representativesuch Borrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate SOFR Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate SOFR Borrowing but does not specify an Interest Period, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(e) If the any applicable Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate SOFR Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate SOFR Borrowing and (ii) unless repaid, each LIBO Rate SOFR Borrowing shall be converted to an ABR Borrowing (and any such SOFR Borrowing denominated in an Alternative Currency shall bear interest at the applicable Overnight Foreign Currency Rate plus the Applicable Rate) at the end of the then-current Interest Period applicable thereto.
(f) No Borrowing of Revolving Loans may be continued as a Borrowing of Revolving Loans denominated in a different currency, but instead must be prepaid in the original currency of such Borrowing of Revolving Loans and, subject to the requirements of this Article II and Section 4.02, reborrowed in the other currency. No Borrowing of Term Loans may be continued as a Borrowing of Term Loans denominated in a different currency.
Appears in 2 contracts
Samples: Credit Agreement (Indivior PLC), Credit Agreement (Indivior PLC)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing denominated in Dollars to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify Borrower, to the following information Administrative Agent in compliance accordance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”2.03. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
(e) It is understood and agreed that only a Borrowing denominated in Dollars may be made in the form of, or converted into, an ABR Loan.
Appears in 2 contracts
Samples: Credit Agreement (Definitive Healthcare Corp.), Credit Agreement (Definitive Healthcare Corp.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrowers (or the Borrower Representative Agent on behalf of Borrowers) shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative Borrowers were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.022.03, as applicable:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing)[reserved];
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate SOFR Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate SOFR Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(e) If the Borrower Representative Agent fails to deliver a timely Interest Election Request with respect to a LIBO Rate SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate an ABR Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeAgent, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate SOFR Borrowing and (ii) unless repaid, each LIBO Rate SOFR Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Party City Holdco Inc.), Restructuring Support Agreement (Party City Holdco Inc.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Parent Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate SOFR Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers Parent 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, Lenders for the relevant Class based upon their Applicable Percentages for such Class and the Loans of such Class comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Parent Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Parent Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeParent Borrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate SOFR Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate SOFR Borrowing but does not specify an Interest Period, then the Borrowers Parent Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(e) If the Parent Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate SOFR Borrowing with an Interest Period of one (1) month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeParent Borrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate SOFR Borrowing and (ii) unless repaid, each LIBO Rate SOFR Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 2 contracts
Samples: Third Amendment Agreement (Ecovyst Inc.), Term Loan Credit Agreement (Ecovyst Inc.)
Type; Interest Elections. (a) Each Borrowing The Loans initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO LIBOR Rate Borrowing, shall have an initial Interest Period (not to exceed two (2) months’ duration) as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such all or any portion of any Borrowing (subject to the minimum amounts for Borrowings of the applicable Type specified in Section 2.02(c)) to a different Type or to continue such Borrowing and, in the case of a LIBO LIBOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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 LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by (i) in the time that case of an election to convert to or continue as a Borrowing Request would be required under Section 2.03 if LIBOR Rate Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the Borrower Representative were requesting a Borrowing date of the Type resulting from such proposed conversion or continuation or (ii) in the case of an election to be made convert to or continue as an ABR Borrowing, not later than 10:00 a.m., New York City time, on the effective date of such electionthe proposed conversion or continuation. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Agent and signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO LIBOR Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO LIBOR Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO LIBOR Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO LIBOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO LIBOR Rate Borrowing and (ii) unless repaid, each LIBO LIBOR Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-then current Interest Period applicable thereto.
Appears in 2 contracts
Samples: Credit Agreement (Neiman Marcus Group Inc), Credit Agreement (Neiman Marcus, Inc.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing or CDOR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers applicable Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing or CDOR Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08; provided that Revolving Loans denominated in any Alternate Currency shall be LIBO Rate Borrowings at all times. The Borrowers applicable 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, Lenders for the relevant Class based upon their Applicable Percentages for such Class and the Revolving Loans of such Class comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the applicable Borrower Representative (or the Lead Borrower on its behalf) shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the applicable Borrower Representative (or the Lead Borrower on its behalf) were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing, a LIBO Rate Borrowing, a Canadian Prime Rate Borrowing, a Canadian Base Rate Borrowing or a LIBO Rate CDOR Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing or CDOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing or CDOR Borrowing but does not specify an Interest Period, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the applicable Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing or CDOR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing or CDOR Borrowing, as applicable, with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrowers, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing or CDOR Borrowing and (ii) unless repaid, each LIBO Rate Borrowing and CDOR Borrowing shall be converted to an ABR Borrowing, Canadian Base Rate Borrowing or Canadian Prime Rate Borrowing, as applicable, at the end of the then-current Interest Period applicable theretothereto (except, in either case, that Revolving Loans denominated in any Alternate Currency shall be comprised of LIBO Rate Revolving Loans).
Appears in 2 contracts
Samples: Abl Credit Agreement (Hayward Holdings, Inc.), Abl Credit Agreement (Hayward Holdings, Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO any Adjusted Eurocurrency Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO an Adjusted Eurocurrency Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representativeof the applicable election to the Administrative Agent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO an Adjusted Eurocurrency Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO an Adjusted Eurocurrency Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO an Adjusted Eurocurrency Rate Borrowing and (ii) unless repaid, each LIBO Adjusted Eurocurrency Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
(f) It is understood and agreed that any Borrowing may only be made in the form of, or converted into, or continued as, an Adjusted Eurocurrency Rate Revolving Loan or an ABR Revolving Loan. No Loan may be converted into or continued as a Loan denominated in a different currency.
Appears in 2 contracts
Samples: Credit Agreement (First Watch Restaurant Group, Inc.), Credit Agreement (First Watch Restaurant Group, Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers relevant Borrower (or the Top Borrower on behalf of the relevant 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the relevant Borrower Representative shall notify (or the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Top Borrower Representative were requesting a Borrowing on behalf of the Type resulting from such election to be made on the effective date of such election. Each such relevant Borrower) shall (i) deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the relevant Borrower Representative.
(cor the Top Borrower on behalf of the relevant Borrower) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
or (ii) the effective date provide telephonic notice (promptly confirmed in writing by delivery of the election made pursuant to such a written Interest Election Request, which shall be appropriately completed and signed by a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition Responsible Officer of the term “Interest Period”relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) of the applicable election to the Administrative Agent. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Top Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ed) If the relevant Borrower Representative (or the Top Borrower on behalf of the relevant Borrower) fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeTop Borrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Cotiviti Holdings, Inc.), Second Lien Credit Agreement (Cotiviti Holdings, Inc.)
Type; Interest Elections. (a) Each Borrowing Revolving Loans shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such all or any portion of any Revolving Credit Borrowing (subject to the minimum amounts for Revolving Credit Borrowings of the applicable Type specified in Section 2.02(c)) to a different Type or to continue such Revolving Credit Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.05. The Borrowers Borrower may elect different options with respect to different portions of the affected Revolving Credit Borrowing, in which case each such portion shall be allocated ratably among the LendersLenders holding the Revolving Loans comprising such Revolving Credit Borrowing, based upon their Applicable Percentages and the Revolving Loans comprising each such portion shall be considered a separate Revolving Credit Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.05, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by (i) in the time that case of an election to convert to or continue as a Borrowing Request would be required under Section 2.03 if LIBO Rate Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the Borrower Representative were requesting a Borrowing date of the Type resulting from such proposed conversion or continuation or (ii) in the case of an election to be made convert to or continue as an ABR Borrowing, not later than 10:00 a.m., New York City time, on the effective date of such electionthe proposed conversion or continuation. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax electronic mail, or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Agent and signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default of the type set forth in clause (a) or (b) of Article VII (without giving effect to any grace period set forth therein) has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing continuing, (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-then current Interest Period applicable thereto.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Sunpower Corp), Revolving Credit Agreement (Sunpower Corp)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, based upon their respective ABL Applicable Percentages and FILO Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline LoansBorrowings or Protective Advances, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrowers (or the Borrower Representative Agent on behalf of Borrowers) shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including including, “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative Borrowers were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including including, “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeAgent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii), (iv) and (ivv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the applicable Loans are ABL Revolving Loans and/or FILO Loans;
(iv) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(ivv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative Agent fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeAgent, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 2 contracts
Samples: Abl Credit Agreement (Party City Holdco Inc.), Abl Credit Agreement (Party City Holdco Inc.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Eurocurrency Rate Borrowing or BA Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers applicable Borrower may elect to convert such any Borrowing to a Borrowing of a different Type available in such currency or to continue such any Borrowing and, in the case of a LIBO Eurocurrency Rate Borrowing or BA Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers applicable 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the applicable Borrower Representative shall notify the Administrative Agent of such election either delivered in writing deliver an Interest Election Request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or ), appropriately completed and signed by telephone a Responsible Officer of the applicable Borrower, of the applicable election to the Administrative Agent by the time that a Borrowing Request would be required under Section 2.03 if the applicable Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Eurocurrency Rate Borrowing or a BA Rate Borrowing but does not specify an Interest Period, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ed) If the applicable Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Eurocurrency Rate Borrowing or BA Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Eurocurrency Rate Borrowing or BA Rate Borrowing, as applicable, with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representativeapplicable Borrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing denominated in Dollars may be converted to or continued as a LIBO Eurocurrency Rate Borrowing and (ii) unless repaid, each LIBO Eurocurrency Rate Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
(e) It is understood and agreed that (i) only a Borrowing denominated in Dollars may be made as, or converted to, an ABR Loan, (ii) only a Borrowing denominated in Canadian Dollars may be made as, or converted to, a Canadian Prime Rate Loan or a BA Rate Loan and (iii) a Borrowing denominated in an Alternate Currency other than Canadian Dollars may only be made as, or converted to, or continued as, a Eurocurrency Rate Loan (or such other type of Revolving Loan as may be agreed by the Administrative Agent and the applicable Borrower pursuant to Section 1.10).
Appears in 2 contracts
Samples: Credit Agreement (Bausch Health Companies Inc.), Restatement Agreement (Valeant Pharmaceuticals International, Inc.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing or CDOR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing or CDOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered by delivering an irrevocable Interest Election Request in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or signed by telephone a Responsible Officer of the Borrower by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were was requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing, a Canadian Prime Rate Borrowing, a LIBO Rate Borrowing or a LIBO CDOR Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing or a CDOR Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing or a CDOR Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing or a CDOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing or a CDOR Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing or a CDOR Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing or a CDOR Rate Borrowing shall be converted to an ABR Borrowing or a CDOR Rate Borrowing, as applicable, at the end of the then-current Interest Period applicable thereto.
Appears in 2 contracts
Samples: Incremental Joinder to First Lien Credit Agreement (Post Holdings, Inc.), First Lien Credit Agreement (Post Holdings, Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO any Adjusted Eurocurrency Rate Borrowing, shall have an the initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO an Adjusted Eurocurrency Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their respective Applicable Percentages Percentages, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to in accordance with the Administrative Agent terms of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeSection 2.03(a).
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO an Adjusted Eurocurrency Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an each Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO any Adjusted Eurocurrency Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO an Adjusted Eurocurrency Rate Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO an Adjusted Eurocurrency Rate Borrowing and (ii) unless repaid, each LIBO Adjusted Eurocurrency Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered by delivering an irrevocable Interest Election Request in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or signed by telephone a Responsible Officer of the Borrower, by the time that a Borrowing Request would be required under Section 2.03 (12:00 noon three Business Days before the date of the requested Borrowing) if the Borrower Representative were was requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative(provided that no such notification shall be required in the case of an Event of Default under Section 7.01(f) or 7.01(g)), then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: First Lien Term Loan Agreement (Interline Brands, Inc./De)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline LoansBorrowings or Protective Advances, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrowers (or the Borrower Representative Agent on behalf of Borrowers) shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including including, “.pdfpdf” or “.tiftif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative Borrowers were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including including, “.pdfpdf” or “.tiftif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeAgent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative Agent fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeAgent, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate any Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representativeof the applicable election to the Administrative Agent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Benchmark Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Benchmark Borrowing with an Interest Period of one month’s duration. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Benchmark Borrowing and (ii) unless repaid, each LIBO Rate Benchmark Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Eurodollar RateTerm Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Eurodollar RateTerm Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.05, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)i) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
or (ii) the effective date provide telephonic notice (promptly confirmed in writing by delivery of the election made pursuant to such a written Interest Election Request, which shall be appropriately completed and signed by a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition Responsible Officer of the term “Interest Period”Borrower) of the applicable election to the Administrative Agent. If any such Interest Election Request requests a LIBO Rate Eurodollar RateTerm Benchmark Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Eurodollar RateTerm Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Eurodollar RateTerm Benchmark Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Eurodollar RateTerm Benchmark Borrowing and (ii) unless repaid, each LIBO Rate Eurodollar RateTerm Benchmark Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: Term Loan Agreement (Daseke, Inc.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Term SOFR Borrowing, CDORTerm XXXXX Rate Borrowing, BBSY Rate Borrowing or EURIBOR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers applicable Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Term SOFR Borrowing, CDORTerm XXXXX Rate Borrowing, BBSY Revolving Loan or EURIBOR Revolving Loan, may elect Interest Periods therefor, all as provided in this SectionSection 2.08; provided that Revolving Loans denominated in any Alternate Currency shall be Alternate Currency Term Rate Borrowings at all times. The Borrowers applicable 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, Lenders for the relevant Class based upon their Applicable Percentages for such Class and the Revolving Loans of such Class comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the applicable Borrower Representative (or the Lead Borrower on its behalf) shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax email or other electronic transmission (including “.pdf” or “.tif.tiff”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the applicable Borrower Representative (or the Lead Borrower on its behalf) were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iiiiv) and (ivv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) if the resulting Borrowing is an Initial Revolving Loan, whether such Borrowing is to be of FILO Revolving Loans or other Initial Revolving Loans;
(iv) whether the resulting Borrowing is to be an ABR Borrowing, a Term SOFR Borrowing, a Canadian Prime Rate Borrowing, a Canadian Base Rate Borrowing, a CDORTerm XXXXX Rate Borrowing, a XXXXX Xxxx Borrowing, a BBSY Rate Borrowing or a LIBO EURIBOR Rate Borrowing; and
(ivv) if the resulting Borrowing is a LIBO Term SOFR Borrowing, CDORTerm XXXXX Rate Borrowing, BBSY Rate Borrowing or EURIBOR Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Term SOFR Borrowing, CDORTerm XXXXX Rate Borrowing, BBSY Rate Borrowing or EURIBOR Rate Borrowing but does not specify an Interest Period, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(e) If the applicable Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Term SOFR Borrowing, CDORTerm XXXXX Rate Borrowing, BBSY Rate Borrowing or EURIBOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Term SOFR Borrowing, CDORTerm XXXXX Rate Borrowing, BBSY Rate Borrowing or EURIBOR Rate Borrowing, as applicable, with an Interest Period of one (1) month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrowers, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Term SOFR Borrowing, CDORTerm XXXXX Rate Borrowing, BBSY Rate Borrowing or EURIBOR Rate Borrowing, as applicable, and (ii) unless repaid, each LIBO Term SOFR Borrowing, CDORTerm XXXXX Rate Borrowing, BBSY Rate Borrowing and EURIBOR Rate Borrowing shall be converted to an ABR Borrowing, Canadian Base Rate Borrowing or Canadian Prime Rate Borrowing, as applicable, at the end of the then-current Interest Period applicable theretothereto (except, in either case, that Revolving Loans denominated in any Alternate Currency shall be comprised of Alternate Currency Term Rate Revolving Loans).
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing denominated in Dollars to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continueda LIBO Rate Borrowing.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify Borrower, to the following information Administrative Agent in compliance accordance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”2.03. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver (or cause to be delivered) a timely Interest Election Request with respect to a LIBO Rate Borrowing denominated in Dollars prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing.
(e) It is understood and agreed that only a Borrowing at denominated in Dollars may be made in the end of the then-current Interest Period applicable theretoform of, or converted into, an ABR Loan.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Eurocurrency Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Lead Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Eurocurrency Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers Lead 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Lead Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Lead Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeLead Borrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Eurocurrency Rate Borrowing; Borrowing; and
(iv) if the resulting Borrowing is a LIBO Eurocurrency Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Eurocurrency Rate Borrowing but does not specify an Interest Period, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the applicable Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Eurocurrency Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Eurocurrency Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeLead Borrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Eurocurrency Rate Borrowing and (ii) unless repaid, (x) each LIBO Eurocurrency Rate Borrowing denominated in U.S. Dollars or Canadian Dollars shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable theretothereto and (y) each Eurocurrency Rate Borrowing denominated in any other currency shall be continued as a Eurocurrency Rate Borrowing with an Interest Period of one month.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing or Term SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request; provided that any Revolving Loan Borrowing in a Revolving Alternative Currency (other than British Pounds Sterling) shall be a LIBO Rate Borrowing and any Revolving Loan Borrowing in British Pounds Sterling shall be an RFR Loan. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing or Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify (i) deliver an Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower or (ii) provide telephonic notice (promptly confirmed in writing by delivery of a written Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) of the applicable election to the Administrative Agent; provided that, in each case under this Section 2.08(b), such Interest Election Request must be received by the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 11:00 a.m. three (3) Business Days prior to the requested day of any Borrowing, conversion or by telephone by continuation of LIBO Rate Loans (or one Business Day in the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a case of any Borrowing of the Type resulting from such election or conversion to LIBO Rate Loans in Dollars to be made on the effective Closing Date) or Term SOFR Loans and (ii) 11:00 a.m. on the requested date of any Borrowing of ABR Loans (or, in each case, such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) later time as is reasonably acceptable to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of Agent); provided, however, that if the Borrower Representative.
wishes to request LIBO Rate Loans or Term SOFR Loans having an Interest Period of other than one, three or six months in duration as provided in the definition of “Interest Period,” (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(iA) the Borrowing applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective requested date of the election made pursuant relevant Borrowing, conversion 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 Interest Election Request, which shall be a Business Day;
(iii) request and determine whether the resulting Borrowing requested Interest Period is available to be an ABR Borrowing or a LIBO Rate Borrowing; and
them and (ivB) if not later than 12:00 noon three (3) Business Days before the resulting Borrowing is a LIBO Rate requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”appropriate Lenders. If any such Interest Election Request requests a LIBO Rate Borrowing or Term SOFR Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing or Term SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such to xxx XXXX Rate Borrowing shall be converted to a LIBO Rate or Term SOFR Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing or Term SOFR Borrowing and (ii) unless repaid, each LIBO Rate Borrowing or Term SOFR Borrowing, as applicable, shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-then- current Interest Period applicable thereto.
Appears in 1 contract
Samples: First Lien Credit Agreement (Isos Acquisition Corp.)
Type; Interest Elections. (a) Each Borrowing Loans shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such all or any portion of any Borrowing (subject to the minimum amounts for Borrowings of the applicable Type specified in Section 2.02(c)) to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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 LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by (i) in the time that case of an election to convert to or continue as a Borrowing Request would be required under Section 2.03 if LIBO Rate Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the Borrower Representative were requesting a Borrowing date of the Type resulting from such proposed conversion or continuation or (ii) in the case of an election to be made convert to or continue as an ABR Borrowing, not later than 10:00 a.m., New York City time, on the effective date of such electionthe proposed conversion or continuation. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Agent and signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default of the type set forth in clauses (a) or (b) of Article VII (without giving effect to any grace period set forth therein) has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing continuing, (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-then current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the applicable election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”Administrative Agent. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: First Lien Term Loan Agreement
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate LIBOR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate LIBOR Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers 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 LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages Percentages, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline LoansBorrowings or Protective Advances, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand deliverytelephone, fax facsimile or a “pdf” or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax facsimile or electronic “pdf” or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower Representative.Borrower. SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT
(c) Each telephonic and written (including permitted electronic transmission) Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR a Base Rate Borrowing or a LIBO Rate LIBOR Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate LIBOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate LIBOR Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month30 day’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate LIBOR Borrowing prior to the end of the Interest Period applicable thereto, then, and unless such Borrowing is repaid as provided hereinherein (including any prepayment notice required pursuant to Section 2.11), then, at the end of such Interest Period Period, such Borrowing shall be converted to a LIBO Base Rate Borrowing with an Interest Period of one monthBorrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, Agent (at its discretion or at the request of the Required Lenders), so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate LIBOR Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable theretothereto each LIBOR Borrowing shall be converted to a Base Rate Borrowing.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate any Term Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, subject to the Borrowers first sentence of Section 2.02(b), the Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Term Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify deliver an Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower, of the applicable election to the Administrative Agent; provided that, in each case under this Section 2.08(b), such Interest Election Request must be received by the Administrative Agent of such election either delivered in writing (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 any Borrowing, conversion or by telephone by continuation of Term Benchmark Loans, (ii) 1:00 p.m. on the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a requested date of any Borrowing of ABR Loans and (iii) 11:00 a.m. five Business Days prior to the Type resulting from requested day of any Borrowing of RFR Loans (or, in each case, such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) later time as is reasonably acceptable to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting BorrowingAgent);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Term Benchmark Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Term Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Term Benchmark Borrowing and (ii) unless repaid, each LIBO Rate Term Benchmark Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate LIBOR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate LIBOR Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers 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 LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages Percentages, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline LoansBorrowings or Protective Advances, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand deliverytelephone, fax facsimile or a “pdf” or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax facsimile or electronic “pdf” or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower Representative.Borrower. AMENDED AND RESTATED ABL CREDIT AGREEMENT
(c) Each telephonic and written (including permitted electronic transmission) Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR a Base Rate Borrowing or a LIBO Rate LIBOR Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate LIBOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate LIBOR Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month30 day’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate LIBOR Borrowing prior to the end of the Interest Period applicable thereto, then, and unless such Borrowing is repaid as provided hereinherein (including any prepayment notice required pursuant to Section 2.11), then, at the end of such Interest Period Period, such Borrowing shall be converted to a LIBO Base Rate Borrowing with an Interest Period of one monthBorrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, Agent (at its discretion or at the request of the Required Lenders), so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate LIBOR Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable theretothereto each LIBOR Borrowing shall be converted to a Base Rate Borrowing.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Company may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers Company 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative Company shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section Section 2.03 if the Borrower Representative Company were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii(iii) and (iv(iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Company shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative Company fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeCompany, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: First Lien Credit Agreement (Victoria's Secret & Co.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing or SOFR Borrowing, shall have an the initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers applicable Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing or SOFR Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08; provided that Revolving Loans denominated in Euros, Sterling or any Alternate Currency shall be LIBO Rate Borrowings at all times. The Borrowers applicable 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, Lenders based upon their Applicable Percentages and the Revolving Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the applicable Borrower Representative (or the Lead Borrower on its behalf) shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the applicable Borrower Representative (or the Lead Borrower on its behalf) were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) in writing to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representativeapplicable Borrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or or, a LIBO Rate Borrowing, or a SOFR Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing or SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing or SOFR Borrowing but does not specify an Interest Period, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(e) If the applicable Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing or SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing or SOFR Borrowing, with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrowers, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing or SOFR Borrowing and (ii) unless repaid, each LIBO Rate Borrowing or SOFR Borrowing shall be converted to an ABR Borrowing Borrowing, at the end of the then-current Interest Period applicable theretothereto (except, in either case, that Revolving Loans denominated in Euros, Sterling or any Alternate Currency shall be comprised of LIBO Rate Revolving Loans).
Appears in 1 contract
Samples: Abl Credit Agreement (Ecovyst Inc.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Eurocurrency Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Lead Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Eurocurrency Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers Lead 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Lead Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Lead Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeLead Borrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Eurocurrency Rate Borrowing; Borrowing; and
(iv) if the resulting Borrowing is a LIBO Eurocurrency Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Eurocurrency Rate Borrowing but does not specify an Interest Period, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the applicable Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Eurocurrency Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Eurocurrency Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeLead Borrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Eurocurrency Rate Borrowing and (ii) unless repaid, (x) each LIBO Eurocurrency Rate Borrowing denominated in U.S. Dollars or Canadian Dollars shall be converted to an ABR Borrowing at the end of the then-current thencurrent Interest Period applicable theretothereto and (y) each Eurocurrency Rate Borrowing denominated in any other currency shall be continued as a Eurocurrency Rate Borrowing with an Interest Period of one month.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing Revolving Loans shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such all or any portion of any Revolving Credit Borrowing (subject to the minimum amounts for Revolving Credit Borrowings of the applicable Type specified in Section 2.02(c)) to a different Type or to continue such Revolving Credit Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.05. The Borrowers Borrower may elect different options with respect to different portions of the affected Revolving Credit Borrowing, in which case each such portion shall be allocated ratably among the LendersLenders holding the Revolving Loans comprising such Revolving Credit Borrowing, based upon their Applicable Percentages and the Revolving Loans comprising each such portion shall be considered a separate Revolving Credit Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.05, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by (i) in the time that case of an election to convert to or continue as a Borrowing Request would be required under Section 2.03 if LIBO Rate Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the Borrower Representative were requesting a Borrowing date of the Type resulting from such proposed conversion or continuation or (ii) in the case of an election to be made convert to or continue as an ABR Borrowing, not later than 10:00 a.m., New York City time, on the effective date of such electionthe proposed conversion or continuation. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax electronic mail, or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Agent and signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s 's duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s 's portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default of the type set forth in clause (a) or (b) of Article VII (without giving effect to any grace period set forth therein) has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing continuing, (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-then current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing initially shall be of the Class and Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.09. The Borrowers 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, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.09, the Borrower Representative shall notify the Administrative Agent of such election either delivered by delivering an irrevocable Interest Election Request in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) signed by a Responsible Officer of the Borrower Representative or by telephone telephone, in either case, by the time that a Borrowing Request would be required under Section 2.03 (as applicable), if the Borrower Representative were was requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:2.02 (as applicable):
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower Representative shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: Second Lien Term Loan Agreement (Allscripts Healthcare Solutions, Inc.)
Type; Interest Elections. (a) Each Borrowing The Loans initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period (not to exceed two (2) months’ duration) as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such all or any portion of any Borrowing (subject to the minimum amounts for Borrowings of the applicable Type specified in Section 2.02(c)) to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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 LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by (i) in the time that case of an election to convert to or continue as a Borrowing Request would be required under Section 2.03 if LIBO Rate Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the Borrower Representative were requesting a Borrowing date of the Type resulting from such proposed conversion or continuation or (ii) in the case of an election to be made on convert to or continue as an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to the effective date of such electionthe proposed conversion or continuation. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:2.02(c):
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-then current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing Loans shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO LIBOR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such all or any portion of any Borrowing (subject to the minimum amounts for Borrowings of the applicable Type specified in Section 2.02(c)) to a different Type or to continue such Borrowing and, in the case of a LIBO LIBOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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 LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by (i) in the time that case of an election to convert to or continue as a Borrowing Request would be required under Section 2.03 if LIBOR Rate Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the Borrower Representative were requesting a Borrowing date of the Type resulting from such proposed conversion or continuation or (ii) in the case of an election to be made convert to or continue as an ABR Borrowing, not later than 10:00 a.m., New York City time, on the effective date of such electionthe proposed conversion or continuation. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Agent and signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO LIBOR Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO LIBOR Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO LIBOR Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO LIBOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default of the type set forth in clauses (a) or (b) of Article VII (without giving effect to any grace period set forth therein) has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO LIBOR Rate Borrowing and (ii) unless repaid, each LIBO LIBOR Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-then current Interest Period applicable thereto.
Appears in 1 contract
Samples: Credit Agreement (Transdigm Inc)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing or CDOR Borrowing, shall have an the initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers applicable Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing or CDOR Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08; provided that Revolving Loans denominated in Euros, Sterling or any Alternate Currency shall be LIBO Rate Borrowings at all times. The Borrowers applicable 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, Lenders based upon their Applicable Percentages and the Revolving Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the applicable Borrower Representative (or the Lead Borrower on its behalf) shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the applicable Borrower Representative (or the Lead Borrower on its behalf) were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) in writing to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representativeapplicable Borrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing, a LIBO Rate Borrowing, a Canadian Prime Rate Borrowing or a LIBO Rate CDOR Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing or CDOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing or CDOR Borrowing but does not specify an Interest Period, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing or CDOR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing or CDOR Borrowing, as applicable, with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrowers, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing or CDOR Borrowing and (ii) unless repaid, each LIBO Rate Borrowing and CDOR Borrowing shall be converted to an ABR Borrowing or Canadian Prime Rate Borrower, as applicable, at the end of the then-current Interest Period applicable theretothereto (except, in either case, that Revolving Loans denominated in Euros, Sterling or any Alternate Currency shall be comprised of LIBO Rate Revolving Loans).
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO any Adjusted Eurocurrency Rate Borrowing or BA Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower Representative may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO an Adjusted Eurocurrency Rate Borrowing or BA Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers Borrower Representative 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower RepresentativeRepresentative of the applicable election to the Administrative Agent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO an Adjusted Eurocurrency Rate Borrowing or BA Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower Representative shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO an Adjusted Eurocurrency Rate Borrowing or BA Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such to an ABR Borrowing shall be converted to a LIBO or Canadian Prime Rate Borrowing with an Interest Period of one monthBorrowing, as applicable. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrowers, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO an Adjusted Eurocurrency Rate Borrowing or BA Rate Borrowing and (ii) unless repaid, each LIBO Adjusted Eurocurrency Rate Borrowing and BA Rate Borrowing shall be converted to an ABR Borrowing or Canadian Prime Rate Borrowing, as applicable, at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: Credit Agreement (Nuvei Corp)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request; provided that any Revolving Loan Borrowing in a Revolving Alternative Currency shall be a LIBO Rate Borrowing. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify (i) deliver an Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower or (ii) provide telephonic notice (promptly confirmed in writing by delivery of a written Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) of the applicable election to the Administrative Agent; provided that, in each case under this Section 2.08(b), such Interest Election Request must be received by the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 11:00 a.m. three Business Days prior to the requested day of any Borrowing, conversion or by telephone by continuation of LIBO Rate Loans (or one Business Day in the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a case of any Borrowing of the Type resulting from such election or conversion to LIBO Rate Loans in Dollars to be made on the effective Closing Date) and (ii) 11:00 a.m. on the requested date of any Borrowing of ABR Loans (or, in each case, such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) later time as is reasonably acceptable to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of Agent); provided, however, that if the Borrower Representative.
wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(iA) the Borrowing applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective requested date of the election made pursuant relevant Borrowing, conversion 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 Interest Election Request, which shall be a Business Day;
(iii) request and determine whether the resulting Borrowing requested Interest Period is available to be an ABR Borrowing or a LIBO Rate Borrowing; and
them and (ivB) if not later than 12:00 noon three Business Days before the resulting Borrowing is a LIBO Rate requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”appropriate Lenders. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
(e) Notwithstanding anything to the contrary, the Interest Period for the 2020 Incremental Term Loans shall end on the same date as the Interest Period for the Initial Term Loans outstanding immediately prior to the First Amendment Effective Date, and if the Interest Periods for the Initial Term Loans outstanding immediately prior to the First Amendment Effective Date end on more than one date, the Interest Periods for the 2020 Incremental Term Loans shall end on such same dates (allocated among such dates on a basis ratable to the dates for the Initial Term Loans outstanding immediately prior to the First Amendment Effective Date).
Appears in 1 contract
Samples: First Lien Credit Agreement (Dragoneer Growth Opportunities Corp.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing or CDOR Borrowing, shall have an the initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers applicable Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing or CDOR Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08; provided that Revolving Loans denominated in Euros, Sterling or any Alternate Currency shall be LIBO Rate Borrowings at all times. The Borrowers applicable 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, Lenders based upon their Applicable Percentages and the Revolving Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the applicable Borrower Representative (or the Lead Borrower on its behalf) shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the applicable Borrower Representative (or the Lead Borrower on its behalf) were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) in writing to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.applicable Borrower. |NY\7652510.20US-DOCS\114316435.10||
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing, a LIBO Rate Borrowing, a Canadian Prime Rate Borrowing or a LIBO Rate CDOR Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing or CDOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing or CDOR Borrowing but does not specify an Interest Period, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify deliver an Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower, of the applicable election to the Administrative Agent; provided that, in each case under this Section 2.08(b), such Interest Election Request must be received by the Administrative Agent of such election either delivered in writing (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 any Borrowing, conversion or by telephone by continuation of LIBO Rate Loans (or one Business Day in the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a case of any Borrowing of the Type resulting from such election or conversion to LIBO Rate Loans in Dollars to be made on the effective Closing Date) and (ii) 1:00 p.m. on the requested date of any Borrowing of ABR Loans (or, in each case, such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) later time as is reasonably acceptable to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of Agent); provided, however, that if the Borrower Representative.
wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(iA) the Borrowing applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective requested date of the election made pursuant relevant Borrowing, conversion 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 Interest Election Request, which shall be a Business Day;
(iii) request and determine whether the resulting Borrowing requested Interest Period is available to be an ABR Borrowing or a LIBO Rate Borrowing; and
them and (ivB) if not later than 12:00 noon three Business Days before the resulting Borrowing is a LIBO Rate requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”appropriate Lenders. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: Term Loan Credit Agreement
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate any Term SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower RepresentativeBorrower, of the applicable election to the Administrative Agent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Term SOFR Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Term SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be be, in the case of a Borrowing denominated in Dollars, converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing denominated in Dollars may be converted to or continued as a LIBO Rate Term SOFR Borrowing and (ii) unless repaid, each LIBO Rate Term SOFR Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)
Type; Interest Elections. (a) 2.8.1. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO SOFR Borrowing or CDORTerm XXXXX Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers applicable Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO SOFR Borrowing or CDORTerm XXXXX Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08; provided that Revolving Loans denominated in any Alternate Currency shall be SOFR Borrowings at all times. The Borrowers applicable 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, Lenders for the relevant Class based upon their Applicable Percentages for such Class and the Revolving Loans of such Class comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) 2.8.2. To make an election pursuant to this SectionSection 2.08, the applicable Borrower Representative (or the Lead Borrower on its behalf) shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the applicable Borrower Representative (or the Lead Borrower on its behalf) were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.
2.8.3. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) 2.8.3.1. the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) 2.8.3.2. the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) 2.8.3.3. whether the resulting Borrowing is to be an ABR Borrowing, a SOFR Borrowing, a Canadian Prime Rate Borrowing, a Canadian Base Rate Borrowing or a LIBO CDORTerm XXXXX Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request Loan Notice and, in the case of a LIBO any BSBY Rate Borrowing, shall have an the initial Interest Period as specified in such Borrowing RequestLoan Notice. Thereafter, the Borrowers may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO BSBY Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their respective Applicable Percentages Percentages, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Borrower Representative Borrowers shall notify deliver a Loan Notice in accordance with the Administrative Agent terms of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”Section 2.03(a)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request Loan Notice requests a LIBO BSBY Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Requesteach Loan Notice, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the a Borrower Representative fails to deliver a timely Interest Election Request Loan Notice with respect to a LIBO any BSBY Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO BSBY Rate Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeLead Borrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO BSBY Rate Borrowing and (ii) unless repaid, each LIBO BSBY Rate Borrowing shall be converted to an ABR a Base Rate Loan Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, based upon their respective ABL Applicable Percentages and FILO Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline LoansBorrowings or Protective Advances, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrowers (or the Borrower Representative Agent on behalf of Borrowers) shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including including, “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative Borrowers were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including including, “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeAgent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO any Adjusted Eurocurrency Rate Borrowing, shall have an the initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO an Adjusted Eurocurrency Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their respective Applicable Percentages Percentages, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to in accordance with the Administrative Agent terms of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeSection 2.03(a).
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an each Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s Lenxxx’x portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO any Adjusted Eurocurrency Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be continued at the end of such Interest Period such Borrowing shall be converted to a LIBO an Adjusted Eurocurrency Rate Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO an Adjusted Eurocurrency Rate Borrowing and (ii) unless repaid, each LIBO Adjusted Eurocurrency Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: Fourth Amendment to the First Lien Credit Agreement (Waystar Holding Corp.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing or Term SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request; provided that any Revolving Loan Borrowing in a Revolving Alternative Currency (other than British Pounds Sterling) shall be a LIBO Rate Borrowing and any Revolving Loan Borrowing in British Pounds Sterling shall be an RFR Loan. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing or Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify (i) deliver an Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower or (ii) provide telephonic notice (promptly confirmed in writing by delivery of a written Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) of the applicable election to the Administrative Agent; provided that, in each case under this Section 2.08(b), such Interest Election Request must be received by the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 11:00 a.m. three (3) Business Days prior to the requested day of any Borrowing, conversion or by telephone by continuation of LIBO Rate Loans or Term SOFR Loans and (ii) 11:00 a.m. on the requested date of any Borrowing of ABR Loans (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing wishes to request LIBO Rate Loans or Term SOFR 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 11:00 a.m. four (4) Business Days prior to the requested date of the Type resulting from relevant Borrowing, conversion or continuation (or such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of a written such request and determine whether the requested Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing Period is available to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) them and (ivB) below shall be specified for each resulting Borrowing);
not later than 12:00 noon three (ii3) Business Days before the effective requested date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”appropriate Lenders. If any such Interest Election Request requests a LIBO Rate Borrowing or Term SOFR Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing or Term SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing or Term SOFR Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing or Term SOFR Borrowing and (ii) unless repaid, each LIBO Rate Borrowing or Term SOFR Borrowing, as applicable, shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
(e) Notwithstanding anything to the contrary, the Interest Period for the Amendment No. 3 Incremental Term Loans shall end on the same date as the Interest Period for the Initial Term Loans outstanding immediately prior to the Amendment No. 3 Effective Date, and if the Interest Periods for the Initial Term Loans outstanding immediately prior to the Amendment No. 3 Effective Date end on more than one date, the Interest Periods for the Amendment No. 3 Incremental Term Loans shall end on such same dates (allocated among such dates on a basis ratable to the dates for the Initial Term Loans outstanding immediately prior to the Amendment No. 3 Effective Date).
Appears in 1 contract
Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing or Term Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, subject to the Borrowers first sentence of Section 2.02(b), the Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing or Term Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify deliver an Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower, of the applicable election to the Administrative Agent; provided that, in each case under this Section 2.08(b), such Interest Election Request must be received by the Administrative Agent of such election either delivered in writing (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 any Borrowing, conversion or by telephone by continuation of LIBO Rate Loans (or one Business Day in the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a case of any Borrowing of the Type resulting from such election or conversion to LIBO Rate Loans in Dollars to be made on the effective Closing Date) or Term Benchmark Loans, (ii) 1:00 p.m. on the requested date of any Borrowing of ABR Loans and (iii) 11:00 a.m. five Business Days prior to the requested day of any Borrowing of RFR Loans (or, in each case, such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) later time as is reasonably acceptable to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of Agent); provided, however, that if the Borrower Representative.
wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(iA) the Borrowing applicable notice from the Borrower must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective requested date of the election made pursuant relevant Borrowing, conversion 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 Interest Election Request, which shall be a Business Day;
(iii) request and determine whether the resulting Borrowing requested Interest Period is available to be an ABR Borrowing or a LIBO Rate Borrowing; and
them and (ivB) if not later than 12:00 noon three Business Days before the resulting Borrowing is a LIBO Rate requested date of the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. appropriate Lenders.. If any such Interest Election Request requests a LIBO Rate Borrowing or a Term Benchmark Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing or a Term Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing or a Term Benchmark Borrowing and (ii) unless repaid, each LIBO Rate Borrowing and each Term Benchmark Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO any Adjusted Eurocurrency Rate Borrowing, shall have an the initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO an Adjusted Eurocurrency Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their respective Applicable Percentages Percentages, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to in accordance with the Administrative Agent terms of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeSection 2.03(a).
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an each Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderLxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO any Adjusted Eurocurrency Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be continued at the end of such Interest Period such Borrowing shall be converted to a LIBO an Adjusted Eurocurrency Rate Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO an Adjusted Eurocurrency Rate Borrowing and (ii) unless repaid, each LIBO Adjusted Eurocurrency Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: First Lien Credit Agreement (Waystar Holding Corp.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Parent Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers Parent 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Parent Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Parent Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) in writing to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeParent Borrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Parent Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Parent Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeParent Borrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: Term Loan Credit Agreement (PQ Group Holdings Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate any SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing RequestRequest or as otherwise provided in Section 2.03. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (which may be by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)telephone) or by telephone by the date and time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) delivery to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representativeand delivered to the Administrative Agent. Notwithstanding any contrary provision herein, this Section shall not be construed to permit the Borrower to (i) elect an Interest Period for SOFR Loans that does not comply with Section 2.02(d) or (ii) convert any Borrowing to a Borrowing of a Type not available under the Commitments pursuant to which such Borrowing was made.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate SOFR Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which Interest Period shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate SOFR Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate SOFR Borrowing and (ii) unless repaid, each LIBO Rate SOFR Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: Senior Secured Superpriority Debtor in Possession Credit Agreement (Cano Health, Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO an Adjusted Term SOFR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers a Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO an Adjusted Term SOFR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers A 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the a Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (i) deliver an Interest Election Request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)), appropriately completed and signed by a Responsible Officer of a Borrower or (ii) provide telephonic notice (promptly confirmed in writing by delivery of a written Interest Election Request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)), appropriately completed and signed by telephone a Responsible Officer of a Borrower) of the applicable election to the Administrative Agent by the time that a Borrowing Request would be required under Section Section 2.03 if the a Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO an Adjusted Term SOFR Rate Borrowing but does not specify an Interest Period, then the Borrowers such Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ed) If the a Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO an Adjusted Term SOFR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO an Adjusted Term SOFR Rate Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeParent Borrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO an Adjusted Term SOFR Rate Borrowing and (ii) unless repaid, each LIBO Adjusted Term SOFR Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: Credit Agreement (Ryman Hospitality Properties, Inc.)
Type; Interest Elections. (a) Each Borrowing of Term Loans initially shall be of the Type Type, and under the applicable Class, specified in the applicable Borrowing Request and, in the case of a LIBO Rate Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Dutch Borrower may elect to convert such Borrowing to a different Type (to the extent such Borrowing is denominated in Dollars) or to continue such Borrowing and, in the case of a LIBO Rate Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section; provided that 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. The Borrowers may elect different options with respect to different portions of the affected Term Borrowing, in which case each such portion shall be allocated ratably among the LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Dutch Borrower Representative shall notify the Administrative Agent of such election either delivered in writing not later than 2:00 p.m., New York City time, three (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)3) or by telephone by Business Days before the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such any proposed election. Each such Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly furnished by hand delivery, fax facsimile or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent in the form of a written Interest Election Request Exhibit C and signed by a Responsible Officer of the Borrower Representativeapplicable Borrower.
(c) Each telephonic and written Interest Election Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Eurocurrency Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Eurocurrency Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender to which such Interest Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Dutch Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the written request (including a request through electronic means) of the Required Lenders, so notifies the Borrower RepresentativeDutch Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Eurocurrency Borrowing and (ii) unless repaid, each LIBO Rate Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO LIBOR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO LIBOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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 LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline LoansBorrowings or Protective Advances, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Agent and signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO LIBOR Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO LIBOR Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO LIBOR Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO LIBOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO LIBOR Rate Borrowing and (ii) unless repaid, each LIBO LIBOR Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Company may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers Company 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative Company shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative Company were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Company shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative Company fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeCompany, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: First Lien Credit Agreement (Victoria's Secret & Co.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing denominated in Dollars to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages (calculated in the case of any Term Loan Borrowing solely on the basis of the outstanding Term Loans) and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify Borrower, to the following information Administrative Agent in compliance accordance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”2.03. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to continued as a LIBO Rate Borrowing with an Interest Period of one month’s duration. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
(e) It is understood and agreed that only a Borrowing denominated in Dollars may be made in the form of, or converted into, an ABR Loan.
(f) Notwithstanding anything to the contrary, the Interest Period for the 2020 Incremental Term Loans shall end on the same date as the Interest Period for the Initial Term Loans outstanding immediately prior to the First Amendment Effective Date, and if the Interest Periods for the Initial Term Loans outstanding immediately prior to the First Amendment Effective Date end on more than one date, the Interest Periods for the 2020 Incremental Term Loans shall end on such same dates (allocated among such dates on a basis ratable to the dates for the Initial Term Loans outstanding immediately prior to the First Amendment Effective Date).
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate RateTerm SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing denominated in Dollars to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate RateTerm SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continueda LIBO RateTerm SOFR Borrowing.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify Borrower, to the following information Administrative Agent in compliance accordance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”2.03. If any such Interest Election Request requests a LIBO Rate RateTerm SOFR Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver (or cause to be delivered) a timely Interest Election Request with respect to a LIBO Rate RateTerm SOFR Borrowing prior to the end of the Interest Period WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable theretoBorrowing.
Appears in 1 contract
Samples: Credit Agreement (First Watch Restaurant Group, Inc.)
Type; Interest Elections. (a) Each Borrowing Loans initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period (not to exceed two (2) months’ duration) as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such all or any portion of any Borrowing (subject to the minimum amounts for Borrowings of the applicable Type specified in Section 2.02(c)) to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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 LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by (i) in the time that case of an election to convert to or continue as a Borrowing Request would be required under Section 2.03 if LIBO Rate Borrowing, not later than 1:30 p.m., New York City time, three (3) Business Days before the Borrower Representative were requesting a Borrowing date of the Type resulting from such proposed conversion or continuation or (ii) in the case of an election to be made convert to or continue as an ABR Borrowing, not later than 1:30 p.m., New York City time, on the effective date of such electionthe proposed conversion or continuation. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-then current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Parent Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers Parent 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, Lenders for the relevant Class based upon their Applicable Percentages for such Class and the Loans of such Class comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Parent Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Parent Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeParent Borrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Parent Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Parent Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one (1) month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeParent Borrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: Term Loan Credit Agreement (PQ Group Holdings Inc.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance incfoornmfaitdioennitniacol mpliance with Section 2.02:: confidential Xxxxxx Xxxxxxxxxx
(i) the Borrowing to which such Interest Election Request applies and, if different ReqAunekstitahppPlioeslaavnadr,aipf u Apdoiflfleorent options are being elected with respect to different portions thereof, the portions thereof portioAnps othleloreof to be allocated confidbeeanlltoiacalted to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and speccifoiendfipduersnutainatlto Xxxxxx Pcollaauvseasr(aiipi)uand (iv) below shall be specified for each resulting Borrowing);
(ii; Apollo Mar 12, 2024 7:55 PM EDT(ii) the effective date of the election made pursuant to such Interest Election pursuantMtoarsu1c2h ,In2t0er2e4st 7E:l5ec5tiPonM EDT Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: First Lien Credit Agreement
Type; Interest Elections. (a) Each Borrowing The Loans initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO LIBOR Rate Borrowing, shall have an initial Interest Period (not to exceed two (2) months’ duration) as specified in such the applicable Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such all or any portion of any Borrowing (subject to the minimum amounts for Borrowings of the applicable Type specified in Section 2.02(c)) to a different Type or to continue such Borrowing and, in the case of a LIBO LIBOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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 LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by (i) in the time that case of an election to convert to or continue as a Borrowing Request would be required under Section 2.03 if LIBOR Rate Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the Borrower Representative were requesting a Borrowing date of the Type resulting from such proposed conversion or continuation or (ii) in the case of an election to be made convert to or continue as an ABR Borrowing, not later than 10:00 a.m., New York City time, on the effective date of such electionthe proposed conversion or continuation. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Agent and signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO LIBOR Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO LIBOR Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO LIBOR Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the applicable Lender Class of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO LIBOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO LIBOR Rate Borrowing and (ii) unless repaid, each LIBO LIBOR Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-then current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representativeof the applicable election to the Administrative Agent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be (i) in the case of a Borrowing denominated in Dollars, converted to an ABR Borrowing and (ii) in the case of a Borrowing denominated in any Alternative Currency, be continued as a LIBO Rate Borrowing with an Interest Period of one month’s duration. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing denominated in Dollars may be converted to or continued as a LIBO Rate Borrowing and Borrowing, (ii) unless repaid, each LIBO Rate Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable theretothereto and (iii) unless repaid, each LIBO Rate Borrowing denominated in any Alternative Currency shall be continued as a LIBOR Rate Borrowing in its original currency with an Interest Period of one month’s duration.
Appears in 1 contract
Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)
Type; Interest Elections. (a) Each Borrowing of Revolving Facility Loans or Term Loans initially shall be of the Type Type, and under the applicable Class, specified in the applicable Borrowing Request and, in the case of a LIBO Rate Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Dutch Borrower may elect to convert such Borrowing to a different Type (to the extent such Borrowing is denominated in Dollars) or to continue such Borrowing and, in the case of a LIBO Rate Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section; provided that 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. The Borrowers may elect different options with respect to different portions of the affected Revolving Facility Borrowing or Term Borrowing, in which case each such portion shall be allocated ratably among the LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Dutch Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative Borrowers were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax facsimile or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request in the form of Exhibit C and signed by a Responsible Officer of the Borrower Representativeapplicable Borrower.
(c) Each telephonic and written Interest Election Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing (solely to the extent such Borrowing is denominated in Dollars) or a LIBO Rate Eurocurrency Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Eurocurrency Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender to which such Interest Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Dutch Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Eurocurrency Borrowing denominated in Dollars prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing; provided that any Loan denominated in an Alternate Currency shall instead be continued as a LIBO Rate Eurocurrency Borrowing with an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the written request (including a request through electronic means) of the Required Lenders, so notifies the Borrower RepresentativeDutch Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Eurocurrency Borrowing and (ii) unless repaid, each LIBO Rate Eurocurrency Borrowing shall (A) in the case of such a Borrowing made in Dollars, be converted to an ABR Borrowing at the end of the then-current Interest Period applicable theretothereto and (B) in the case of such a Borrowing made in an Alternate Currency be continued as a Eurocurrency Borrowing with an Interest Period of one month’s duration.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing or BA Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers applicable Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing or BA Borrowing, may elect Interest Periods -106- therefor, all as provided in this SectionSection 2.08; provided that Revolving Loans denominated in any Alternate Currency shall be LIBO Rate Borrowings at all times. The Borrowers applicable 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, Lenders for the relevant Class based upon their Applicable Percentages for such Class and the Revolving Loans of such Class comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the applicable Borrower Representative (or the Lead Borrower on its behalf) shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the applicable Borrower Representative (or the Lead Borrower on its behalf) were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing, a LIBO Rate Borrowing, a Canadian Prime Rate Borrowing, a Canadian Base Rate Borrowing or a LIBO Rate BA Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing or BA Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing or BA Borrowing but does not specify an Interest Period, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the applicable Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing or BA Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall -107- be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing or BA Borrowing, as applicable, with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrowers, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing or BA Borrowing and (ii) unless repaid, each LIBO Rate Borrowing and BA Borrowing shall be converted to an ABR Borrowing, Canadian Base Rate Borrowing or Canadian Prime Rate Borrowing, as applicable, at the end of the then-current Interest Period applicable theretothereto (except, in either case, that Revolving Loans denominated in any Alternate Currency shall be comprised of LIBO Rate Revolving Loans).
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing or Term SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request; provided that any Revolving Loan Borrowing in a Revolving Alternative Currency (other than British Pounds Sterling) shall be a LIBO Rate Borrowing and any Revolving Loan Borrowing in British Pounds Sterling shall be an RFR Loan. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing or Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify (i) deliver an Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower or (ii) provide telephonic notice (promptly confirmed in writing by delivery of a written Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) of the applicable election to the Administrative Agent; provided that, in each case under this Section 2.08(b), such Interest Election Request must be received by the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 11:00 a.m. three (3) Business Days prior to the requested day of any Borrowing, conversion or by telephone by continuation of LIBO Rate Loans or Term SOFR Loans and (ii) 11:00 a.m. on the requested date of any Borrowing of ABR Loans (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing wishes to request LIBO Rate Loans or Term SOFR 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 11:00 a.m. four (4) Business Days prior to the requested date of the Type resulting from relevant Borrowing, conversion or continuation (or such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of a written such request and determine whether the requested Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing Period is available to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) them and (ivB) below shall be specified for each resulting Borrowing);
not later than 12:00 noon three (ii3) Business Days before the effective requested date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”appropriate Lenders. If any such Interest Election Request requests a LIBO Rate Borrowing or Term SOFR Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing or Term SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing or Term SOFR Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing or Term SOFR Borrowing and (ii) unless repaid, each LIBO Rate Borrowing or Term SOFR Borrowing, as applicable, shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing or Term SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request; provided that any Revolving Loan Borrowing in a Revolving Alternative Currency (other than British Pounds Sterling) shall be a LIBO Rate Borrowing and any Revolving Loan Borrowing in British Pounds Sterling shall be an RFR Loan. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing or Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify (i) deliver an Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower or (ii) provide telephonic notice (promptly confirmed in writing by delivery of a written Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) of the applicable election to the Administrative Agent; provided that, in each case under this Section 2.08(b), such Interest Election Request must be received by the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 11:00 a.m. three (3) Business Days prior to the requested day of any Borrowing, conversion or by telephone by continuation of LIBO Rate Loans or Term SOFR Loans and (ii) 11:00 a.m. on the requested date of any Borrowing of ABR Loans (or, in each case, such later time as is reasonably acceptable to the Administrative Agent); provided, however, that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing wishes to request LIBO Rate Loans or Term SOFR 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 11:00 a.m. four (4) Business Days prior to the requested date of the Type resulting from relevant Borrowing, conversion or continuation (or such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of a written such request and determine whether the requested Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing Period is available to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) them and (ivB) below shall be specified for each resulting Borrowing);
not later than 12:00 noon three (ii3) Business Days before the effective requested date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”appropriate Lenders. If any such Interest Election Request requests a LIBO Rate Borrowing or Term SOFR Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing or Term SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing or Term SOFR Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing or Term SOFR Borrowing and (ii) unless repaid, each LIBO Rate Borrowing or Term SOFR Borrowing, as applicable, shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
(e) Notwithstanding anything to the contrary, the Interest Period for the Amendment No. 34 Incremental Term Loans shall end on the same date as the Interest Period for the Initial Term Loans outstanding immediately prior to the Amendment No. 34 Effective Date, and if the Interest Periods for the Initial Term Loans outstanding immediately prior to the Amendment No. 34 Effective Date end on more than one date, the Interest Periods for the Amendment No. 34 Incremental Term Loans shall end on such same dates (allocated among such dates on a basis ratable to the dates for the Initial Term Loans outstanding immediately prior to the Amendment No. 34 Effective Date).
Appears in 1 contract
Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO any Adjusted Eurocurrency Rate Term SOFR Borrowing, shall have an the initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of an Adjusted Eurocurrency Rate a LIBO Rate Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their respective Applicable Percentages Percentages, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to in accordance with the Administrative Agent terms of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeSection 2.03(a).
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO an Adjusted Eurocurrency Rate Term SOFR Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an each Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderLxxxxx’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO any Adjusted Eurocurrency Rate Term SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to an Adjusted Eurocurrency Rate a LIBO Rate Term SOFR Borrowing with an Interest Period of one month. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO an Adjusted Eurocurrency Rate Term SOFR Borrowing and (ii) unless repaid, each LIBO Adjusted Eurocurrency Rate Term SOFR Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing The Loans initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period (not to exceed two (2) months' duration) as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such all or any portion of any Borrowing (subject to the minimum amounts for Borrowings of the applicable Type specified in Section 2.02(c)) to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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 LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by (i) in the time that case of an election to convert to or continue as a Borrowing Request would be required under Section 2.03 if LIBO Rate Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the Borrower Representative were requesting a Borrowing date of the Type resulting from such proposed conversion or continuation or (ii) in the case of an election to be made on convert to or continue as an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day prior to the effective date of such electionthe proposed conversion or continuation. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:2.02(c):
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “"Interest Period”". If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one (1) month’s 's duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s 's portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-then current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08; provided that Tranche B-2 Term Loans shall be LIBO Rate Borrowings at all times. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) in writing to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable theretothereto (except, in either case, that Tranche B-2 Term Loans shall be comprised of LIBO Rate Loans).
Appears in 1 contract
Samples: Term Loan Credit Agreement (PQ Group Holdings Inc.)
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Term SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, based upon their respective ABL Applicable Percentages and FILO Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline LoansBorrowings or Protective Advances, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrowers (or the Borrower Representative Agent on behalf of Borrowers) shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including including, “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative Borrowers were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including including, “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower RepresentativeAgent.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii), (iv) and (ivv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the applicable Loans are ABL Revolving Loans and/or FILO Loans;
(iv) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Term SOFR Borrowing; and
(ivv) if the resulting Borrowing is a LIBO Rate Term SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Term SOFR Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(e) If the Borrower Representative Agent fails to deliver a timely Interest Election Request with respect to a LIBO Rate Term SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Term SOFR Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeAgent, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Term SOFR Borrowing and (ii) unless repaid, each LIBO Rate Term SOFR Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate any Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing RequestRequest or as otherwise provided in Section 2.03. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (which may be by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)telephone) or by telephone by the date and time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) delivery to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representativeand delivered to the Administrative Agent. Notwithstanding any contrary provision herein, this Section shall not be construed to permit the Borrower to (i) elect an Interest Period for Eurodollar Loans that does not comply with Section 2.02(d) or (ii) convert any Borrowing to a Borrowing of a Type not available under the Class of Commitments pursuant to which such Borrowing was made.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Eurodollar Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which Interest Period shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Eurodollar Borrowing and (ii) unless repaid, each LIBO Rate Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing The Loans initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO LIBOR Rate Borrowing, shall have an initial Interest Period (not to exceed two (2) months' duration in the case of any such Interest Period commencing on the Original Closing Date) as specified in such Borrowing Request. Revolving Loans made on the Original Closing Date shall be ABR Loans. Thereafter, the Borrowers Borrower may elect to convert such all or any portion of any Borrowing (subject to the minimum amounts for Borrowings of the applicable Type specified in Section 2.02(a)) to a different Type or to continue such Borrowing and, in the case of a LIBO LIBOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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 LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by (i) in the time that case of an election to convert to or continue as a Borrowing Request would be required under Section 2.03 if LIBOR Rate Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the Borrower Representative were requesting a Borrowing date of the Type proposed conversion or continuation or (ii) in the case of an election to convert to or continue as an ABR Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day prior to the proposed conversion or continuation, subject in each case to the following:
(i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Lender and the Agent by recording for the account of such Lender the new Loan of such Lender resulting from such election conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any LIBOR Rate Loan (or portion thereof) being converted shall be paid by the Co-Borrowers at the time of conversion;
(iv) if any LIBOR Rate Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Co-Borrowers shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.14;
(v) any portion of a Borrowing maturing or scheduled to be made repaid in less than one month may not be converted into or continued as a LIBOR Rate Borrowing;
(vi) any portion of a LIBOR Rate Borrowing that cannot be converted into or continued as a LIBOR Rate Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing; and
(vii) no Interest Period may be selected for any LIBOR Rate Term Borrowing that would end later than an Installment Date occurring on or after the effective date first day of such electionInterest Period if, after giving effect to such selection, the aggregate outstanding amount of (A) the LIBOR Rate Term Borrowings with Interest Periods ending on or prior to such Installment Date and (B) the ABR Term Borrowings would not be at least equal to the principal amount of Term Borrowings to be paid on such Installment Date. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”) facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Agent and signed by a Responsible Officer of the Borrower RepresentativeBorrower.
(ca) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO LIBOR Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO LIBOR Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO LIBOR Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s 's duration.
(db) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s 's portion of each resulting Borrowing.
(ec) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO LIBOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one monthABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO LIBOR Rate Borrowing and (ii) unless repaid, each LIBO LIBOR Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-then current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration..
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO SOFR Borrowing or Eurocurrency Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing to a Borrowing of a different Type available in such currency or to continue such Borrowing and, in the case of a LIBO SOFR Borrowing or Eurocurrency Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing Borrowing, a SOFR Borrowing, or a LIBO Eurocurrency Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO SOFR Borrowing or Eurocurrency Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s durationas applicable.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderLxxxxx’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO SOFR Borrowing or Eurocurrency Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be continued at the end of such Interest Period such as a SOFR Borrowing shall be converted to a LIBO or Eurocurrency Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower RepresentativeBorrower, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing denominated in Dollars may be converted to or continued as a LIBO Rate Eurocurrency RateSOFR Borrowing and (ii) unless repaid, each LIBO Rate Eurocurrency RateSOFR Borrowing denominated in Dollars shall be converted to an ABR Borrowing Borrowing, in each case at the end of the then-current Interest Period applicable thereto.
(f) It is understood and agreed that (i) only a Borrowing denominated in Dollars may be made as, or converted to, a SOFR Loan or an ABR Loan and (ii) a Borrowing denominated in an Alternate Currency may only be made as, or converted to, or continued as, a Eurocurrency Rate Loan (or such other type of Revolving Loan as may be agreed by the Administrative Agent and the Borrower pursuant to Section 1.10).
Appears in 1 contract
Samples: First Lien Credit Agreement (Ranpak Holdings Corp.)
Type; Interest Elections. (a) Each Borrowing of Revolving Facility Loans or Term Loans initially shall be of the Type Type, and under the applicable Class, specified in the applicable Borrowing Request and, in the case of a LIBO Rate Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Dutch Borrower may elect to convert such Borrowing to a different Type (to the extent such Borrowing is denominated in Dollars) or to continue such Borrowing and, in the case of a LIBO Rate Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section; provided that 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. The Borrowers may elect different options with respect to different portions of the affected Revolving Facility Borrowing or Term Borrowing, in which case each such portion shall be allocated ratably among the LendersLenders holding the Loans comprising such Borrowing, based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section The Initial Term B-2 Loans shall not apply to Swingline Loans, which may not be converted or continuedhave the same Interest Periods as in effect for the Initial Term B-1 Loans on the Amendment Effective Date. The Initial 2015 Euro Term Loans shall have the same Interest Periods as in effect for the Initial 2014 Euro Term Loans on the Amendment Effective Date.
(b) To make an election pursuant to this Section, the Dutch Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative Borrowers were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax facsimile or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request in the form of Exhibit C to the Original Credit Agreement and signed by a Responsible Officer of the Borrower Representativeapplicable Borrower.
(c) Each telephonic and written Interest Election Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing (solely to the extent such Borrowing is denominated in Dollars) or a LIBO Rate Eurocurrency Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Eurocurrency Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender to which such Interest Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Dutch Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Eurocurrency Borrowing denominated in Dollars prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing; provided that any Loan denominated in an Alternate Currency shall instead be continued as a LIBO Rate Eurocurrency Borrowing with an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the written request (including a request through electronic means) of the Required Lenders, so notifies the Borrower RepresentativeDutch Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Eurocurrency Borrowing and (ii) unless repaid, each LIBO Rate Eurocurrency Borrowing shall (A) in the case of such a Borrowing made in Dollars, be converted to an ABR Borrowing at the end of the then-current Interest Period applicable theretothereto and (B) in the case of such a Borrowing made in an Alternate Currency be continued as a Eurocurrency Borrowing with an Interest Period of one month’s duration.
Appears in 1 contract
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate any Term SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower may elect to convert such any Borrowing denominated in Dollars to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Term SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers 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, Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continueda Term SOFR Borrowing.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify Borrower, to the following information Administrative Agent in compliance accordance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”2.03. If any such Interest Election Request requests a LIBO Rate Term SOFR Borrowing but does not specify an Interest Period, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such LenderXxxxxx’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver (or cause to be delivered) a timely Interest Election Request with respect to a LIBO Rate Term SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable theretoBorrowing.
Appears in 1 contract
Samples: Credit Agreement (First Watch Restaurant Group, Inc.)
Type; Interest Elections. (a) Each Borrowing shall initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a any LIBO Rate Borrowing or CDOR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers Borrower Representative may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing or CDOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers Borrower Representative 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, Lenders based upon their Applicable Percentages and the Revolving Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election either delivered in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such deliver an Interest Election Request shall be irrevocable andRequest, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request appropriately completed and signed by a Responsible Officer of the Borrower Representative.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date Representative of the applicable election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”Administrative Agent. If any such Interest Election Request requests a LIBO Rate Borrowing or CDOR Rate Borrowing but does not specify an Interest Period, then the Borrowers Borrower Representative shall be deemed to have selected an Interest Period of one month’s duration.
(dc) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(ed) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing or CDOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO an Alternate Base Rate Borrowing with an Interest Period of one monthor Canadian Prime Rate Borrowing, as applicable, in the same currency. Notwithstanding any anything to the contrary provision hereofherein, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing or CDOR Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing or CDOR Rate Borrowing shall be converted to an ABR Alternate Base Rate Borrowing or Canadian Prime Rate Borrowing, as applicable, in the same currency at the end of the then-current Interest Period applicable thereto.
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Type; Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers applicable Borrower may elect to convert such any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this SectionSection 2.08. The Borrowers applicable Borrower may elect different options Types with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders, applicable Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline Loans, which may not be converted or continued.
(b) To make an election pursuant to this SectionSection 2.08, the applicable Borrower Representative shall notify the Administrative Agent of such election either delivered in writing in the form of an Interest Election Request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) or (in the case of a Borrowing denominated in Dollars) by telephone by the time that a Borrowing Request would be required under Section 2.03 if the such Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower Representativesuch Borrower.
(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election 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 (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and
(iv) if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrowers applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period such Borrowing shall be converted to a LIBO Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an such Event of Default is continuing exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing (and any such LIBO Rate Borrowing denominated in an Alternative Currency shall bear interest at the applicable Overnight Foreign Currency Rate plus the Applicable Margin) at the end of the then-current Interest Period applicable thereto.
(f) No Borrowing of Revolving Loans may be continued as a Revolving Borrowing of Revolving Loans denominated in a different currency, but instead must be prepaid in the original currency of such Borrowing of Revolving Loans and, subject to the requirements of this Article II and Section 4.02, reborrowed in the other currency.
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Samples: Credit Agreement (Indivior PLC)