Common use of U.S. Government Securities Clause in Contracts

U.S. Government Securities. Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Loans if such Loans are to be initially LIBORSOFR Loans and (ii) (A) in the case of any ABR Loans incurred on the Closing Date, prior to 1:00 p.m. (New York City time) at least one Business Day prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Loans and (B) in the case of any ABR Loans incurred after the Closing Date, written notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the date of each Borrowing of Loans that are to be ABR Loans. Such notice (a “Notice of Borrowing”) shall specify (A) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (B) the date of the Borrowing (which shall be a Business Day), (C) whether the respective Borrowing shall consist of ABR Loans and/or LIBORSOFR Loans and, if LIBORSOFR Loans, the Interest Period to be initially applicable thereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration) and (D) the amount of the then-effective Borrowing Base, the amount of the then-effective Aggregate Elected Commitment Amount, the current aggregate Total Exposures of all Lenders (without regard to the requested Borrowing) and the pro forma aggregate Total Exposures of all Lenders (giving effect to the requested Borrowing). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Loans, of such Lender’s Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

U.S. Government Securities. Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) Days before the requested date of each such Borrowing of Loans if such Loans are to be initially LIBORSOFR Loans and EurodollarTerm SOFR Loans, or (ii) four (A4) Business Days (or five (5) Business Days in the case of any a Special Notice Currency) prior to the requested date of such Borrowing of Alternative Currency Term Rate Loans or Alternative Currency Daily Rate Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the Borrowing is to be of EurodollarTerm SOFR Loans, ABR, Alternative Currency Term Rate Loans, Alternative Currency Daily Rate Loans or a combination thereof, (iv) if the Borrowing is to be entirely or partly of EurodollarTerm SOFR Loans or Alternative Currency Term Rate Loans, the respective amounts of each such Type of Revolving Loan and the respective lengths of the initial Interest Periods for such EurodollarTerm SOFR Loans or Alternative Currency Term Rate Loans, and (v) the currency of the Revolving Loans to be borrowed. If the Borrower fails to specify a currency in requesting a Borrowing, then the Loans so requested shall be made in Dollars. Each Borrowing of ABR Loans incurred on the Closing Date(other than Swingline Loans pursuant to Section 2.8) shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, prior to 1:00 p.m. (New York City time) at least one Business Day prior written notice (or telephonic notice promptly confirmed in writing) of and each Borrowing of EurodollarTerm SOFR Loans, Alternative Currency Term Rate Loans and (B) or Alternative Currency Daily Rate Loans shall be in the case an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any ABR Loans incurred after such notice from the Closing Date, written notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the date of each Borrowing of Loans that are to be ABR Loans. Such notice (a “Notice of Borrowing”) shall specify (A) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (B) the date of the Borrowing (which shall be a Business Day), (C) whether the respective Borrowing shall consist of ABR Loans and/or LIBORSOFR Loans and, if LIBORSOFR LoansBorrower, the Interest Period to be initially applicable thereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration) and (D) the amount of the then-effective Borrowing Base, the amount of the then-effective Aggregate Elected Commitment Amount, the current aggregate Total Exposures of all Lenders (without regard to the requested Borrowing) and the pro forma aggregate Total Exposures of all Lenders (giving effect to the requested Borrowing). The Administrative Agent shall promptly give notify each Lender written notice (or telephonic notice promptly confirmed in writing) thereof. Each Lender will make the amount of its Commitment Percentage of each proposed Borrowing available to the Administrative Agent in Same Day Funds for the account of Loansthe Borrower at the Administrative Agent’s Office prior to 1:00 p.m., on the Borrowing Date requested by the Borrower on the Business Day specified in the applicable Borrowing Notice. Such Borrowing will then be made available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such Lender’s Commitment Percentage thereof funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and of reasonably acceptable to) the other matters covered Administrative Agent by the related Borrower; provided, however, that if, on the date the Borrowing Notice with respect to such Borrowing denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrower as provided above. The failure of any Lender to make a Revolving Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowing.

U.S. Government Securities. Business Days’ Days prior written notice to the requested Borrowing Date (which may be the anticipated Closing Date with respect to the Initial Revolving Borrowing), in the case of EurodollarSOFR Loans, or telephonic notice promptly confirmed (b) one (1) Business Day prior to the requested Borrowing Date (which may be the anticipated Closing Date), in writingthe case of ABR Loans) (provided that any such Notice of each Borrowing of ABR Loans if under the Revolving Facility to finance payments under Section 3.5(a) may be given not later than 11:00 A.M. on the date of the proposed borrowing), in each such case specifying (i) the amount and Type of Revolving Loans are to be initially LIBORSOFR Loans and borrowed, (ii) the requested Borrowing Date, (Aiii) in the case of any ABR EurodollarSOFR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor, and (iv) instructions for remittance of the proceeds of the Loans incurred to be borrowed; provided that (a) the effectiveness of a Notice of Borrowing delivered in advance of the anticipated Closing Date may be conditioned on the consummation of the Acquisition and (b) Revolving Loans made on the Closing DateDate or any of the three (3) Business Days following the Closing Date may only consist of ABR Loans unless the Borrower delivers a funding indemnity letter, in form and substance reasonably acceptable to the Administrative Agent, not less than three (3) Business Days prior to 1:00 p.m. the date of the borrowing of such Revolving Loans. Each borrowing under the Revolving Commitments shall be in minimum amounts equal to (New York City timeA) at least one Business Day prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of $100,000 with respect to ABR Loans and (B) $1,000,000 with respect to EurodollarSOFR Loans, or, in each case, a whole multiple of $100,000 in excess thereof (or, if the case then aggregate Available Revolving Commitments are less than such required minimum amount, such lesser amount); provided that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.7. Upon receipt of any ABR Loans incurred after the Closing Date, written notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the date of each Borrowing of Loans that are to be ABR Loans. Such notice (a “such Notice of Borrowing”) shall specify (A) Borrowing from the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (B) the date of the Borrowing (which shall be a Business Day), (C) whether the respective Borrowing shall consist of ABR Loans and/or LIBORSOFR Loans and, if LIBORSOFR LoansBorrower, the Interest Period to be initially applicable thereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration) and (D) the amount of the then-effective Borrowing Base, the amount of the then-effective Aggregate Elected Commitment Amount, the current aggregate Total Exposures of all Lenders (without regard to the requested Borrowing) and the pro forma aggregate Total Exposures of all Lenders (giving effect to the requested Borrowing). The Administrative Agent shall promptly give notify each Revolving Lender written notice (or telephonic notice promptly confirmed in writing) thereof. Each Revolving Lender will make the amount of its pro rata share of each proposed Borrowing of Loans, of such Lender’s Commitment Percentage thereof and borrowing available to the Administrative Agent for the account of the other matters covered Borrower at the Funding Office prior to 12:00 P.M. on the Borrowing Date requested by the related Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting such account as is designated in writing to the Administrative Agent by the Borrower with the amount specified in the Notice of BorrowingBorrowing in immediately available funds.

U.S. Government Securities. Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) to the requested date of each EurodollarSOFR Borrowing; provided that any Notice of Revolving Borrowing of Loans if such Loans are to be initially LIBORSOFR Loans and (ii) (A) in the case of any ABR Loans incurred made on the Closing Date, prior to 1:00 Date (whether a EurocurrencySOFR Borrowing or Base Rate Borrowing) may be given not later than 12:00 p.m. (New York City time) at least or such later time as the Administrative Agent may reasonably agree), one Business Day prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Loans and (B) in the case of any ABR Loans incurred after the Closing Date, written notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the date of each Borrowing the proposed Borrowing, which notice may be subject to the effectiveness of Loans that are to be ABR Loansthe Credit Agreement. Such notice (a “Each Notice of Borrowing”Revolving Borrowing shall be irrevocable (other than any Notice of Revolving Borrowing that states that such notice is conditioned upon the occurrence of one or more events specified therein) and shall specify (Ai) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (Bii) the date of the such Borrowing (which shall be a Business Day), (Ciii) whether the respective Type of such Revolving Loan comprising such Borrowing and (iv) in the case of a EurodollarSOFR Borrowing, the duration of the initial Interest Period applicable thereto (subject to the provisions of the definition of Interest Period). Each Revolving Borrowing shall consist entirely of ABR Base Rate Loans and/or LIBORSOFR Loans and, if LIBORSOFR or EurodollarSOFR Loans, as the Interest Period Borrower may request. The aggregate principal amount of each EurodollarSOFR Borrowing shall not be less than $500,000 or a larger multiple of $100,000, and the aggregate principal amount of each Base Rate Borrowing shall not be less than $250,000 or a larger multiple of $100,000 (or, in each case, such lesser amount (i) as agreed to by the Administrative Agent (which agreement shall not be initially applicable thereto unreasonably withheld, conditioned or delayed) or (ii) if no Interest Period is selectedsuch amount constitutes the remaining Aggregate Revolving Commitment Amount); provided that Base Rate Loans made pursuant to Section 2.4 or Section 2.22(d) may be made in lesser amounts as provided therein. Promptly following the receipt of a Notice of Revolving Borrowing in accordance herewith, the Borrower Administrative Agent shall be deemed to have selected an Interest Period advise each Lender of one month’s duration) the details thereof and (D) the amount of the then-effective Borrowing Base, the amount such Xxxxxx’s Revolving Loan to be made as part of the then-effective Aggregate Elected Commitment Amount, the current aggregate Total Exposures of all Lenders (without regard to the requested Borrowing) and the pro forma aggregate Total Exposures of all Lenders (giving effect to the requested Borrowing). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Loans, of such Lender’s Commitment Percentage thereof and of the other matters covered by the related Notice of Revolving Borrowing.

U.S. Government Securities. Business Days’ prior written Days before the requested date of such Borrowing of EurodollarTerm SOFR Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the Borrowing is to be of EurodollarTerm SOFR Loans, ABR Loans or telephonic notice promptly confirmed a combination thereof and (iv) if the Borrowing is to be entirely or partly of EurodollarTerm SOFR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods for such EurodollarTerm SOFR Loans. Each Borrowing of ABR Loans shall be in writing) an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each Borrowing of EurodollarTerm SOFR Loans if shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such Loans are to be initially LIBORSOFR Loans and (ii) (A) in notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. In the case of any ABR Incremental Loans incurred on the Closing Date, prior to 1:00 p.m. (New York City time) at least one Business Day prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Loans and (B) in the case of any ABR Loans incurred be made after the Closing Date, written notice (or telephonic notice promptly confirmed each applicable Increasing Lender will make the amount of its applicable Incremental Commitment of the Incremental Loans to be made on the relevant Increase Effective Date available to the Administrative Agent in writing) Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m. Such Borrowing will then be made available to the Borrower by the Administrative Agent either by (New York City timei) crediting the account of the Borrower on the date books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each Borrowing of Loans that are case in accordance with instructions provided to be ABR Loans. Such notice (a “Notice of Borrowing”) shall specify (Aand reasonably acceptable to) the aggregate principal amount Administrative Agent by the Borrower. The failure of the Loans any Lender to make a Loan to be made pursuant by it as part of any Borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowing, (B) the date of the Borrowing (which shall be a Business Day), (C) whether the respective Borrowing shall consist of ABR Loans and/or LIBORSOFR Loans and, if LIBORSOFR Loans, the Interest Period to be initially applicable thereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration) and (D) the amount of the then-effective Borrowing Base, the amount of the then-effective Aggregate Elected Commitment Amount, the current aggregate Total Exposures of all Lenders (without regard to the requested Borrowing) and the pro forma aggregate Total Exposures of all Lenders (giving effect to the requested Borrowing). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Loans, of such Lender’s Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.