Borrowing Procedure. It is contemplated that the Borrowers will request, ------------------- (i) an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired. A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) the aggregate amount of the Borrowing, and (ii) the requested Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor. B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) above.
Appears in 2 contracts
Sources: Credit Agreement (Us Legal Support Inc), Credit Agreement (Us Legal Support Inc)
Borrowing Procedure. It is contemplated that (a) The Borrower shall give the Borrowers will request, ------------------- (i) Lender notice by means of an Advance Request Form of each requested Advance at least one (1) Business Day before the Term E Committed Sum requested date of up to $6,000,000.00 to pay a portion each LIBOR Advance or Cost of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Funds Advance, or, no later than the Borrowers must perfect date of any requested Prime Rate Advance, in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, each case specifying, : (i) the aggregate amount of the Borrowing, and (iia) the requested Borrowing Date date of such Advance (which shall be a Business Day), (b) the amount of such Advance, (c) the Type of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (iid) in the Borrowers' liability case of a LIBOR Advance or Cost of Funds Advance, the duration of the Interest Period for such Advance. The Lender at its option may accept telephonic Advance requests by an Authorized Officer who provides the Lender with the Security Code, provided that such acceptance shall not constitute a waiver of the Lender's right to delivery of an Advance Request Form in connection with subsequent Advances. Any telephonic request for an Advance by the Borrower shall be promptly confirmed by submission of a properly completed Advance Request Form to the Lender. Each LIBOR or Cost of Funds Advance shall be in a minimum principal amount of $500,000 and responsibility therefor.
B. Each Notice each Prime Rate Advance shall be in a minimum principal amount of Term Loan $100,000. Subject to the terms and conditions of this Agreement, each Advance shall be made available to the Borrower by depositing the same, in immediately available funds, in an account of the Borrower maintained with the Lender at the principal office designated by the Borrower. All notices under this Section shall be irrevocable and binding shall be given not later than 2:00 P.M. Dallas, Texas time on the Borrowersday which is not less than the number of Business Days specified above for such notice.
(b) Within the limitations set forth above, and upon such terms and conditions as the Borrower and the Lender may agree from time to time, the Lender will, at the request of the Borrower, make Revolving Loans denominated in Deutsche Marks, up to the equivalent (in the aggregate as to all such outstanding denominated Loans) of U.S. $1,500,000. Such Loans must be repaid in Deutsche Marks at the office designated by the Lender. The Borrowers covenant Borrower will immediately reimburse the Lender for any loss of yield and agree foreign exchange losses (and will pay such prepayment penalty as the Lender establishes) for any prepayment of such Deutsche Mark ▇▇▇ns paid prior to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) abovestated maturity.
Appears in 2 contracts
Sources: Revolving Credit Loan Agreement (Thomas Group Inc), Revolving Credit Loan Agreement (Thomas Group Inc)
Borrowing Procedure. It is contemplated that the The Borrowers will request, maintain a bank account (the ------------------- (i"Funding Account") an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of Bank into which account all Advances on the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquiredRevolving Credit Loans will be made.
A. Advances on the Term Revolving Credit Loans shall be made pursuant to a Notice of Term Loan Revolving Credit Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) the aggregate amount of the Borrowing, and (ii) the requested Borrowing Date date of the Borrowing. Each Borrowing shall be made on a Business Day not more often than three (3) times per week and Advances shall be in increments of not less than $50,000.00. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the BorrowersLRA. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, deposited or transferred or paid such funds as requested in any such Notice of Term Loan Revolving Credit Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Revolving Credit Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan AdvanceRevolving Credit Advance or any other request for an Advance under the Revolving Credit Loans, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, any Loan Party; or (iii) the transfer of funds pursuant to (i) and/or (ii) above.
C. If a Notice of Revolving Credit Advance is received by the Bank before 12:00 p.m. (Houston, Texas time) in the manner provided herein, the Bank will deposit the Advance in immediately available funds in the Funding Account on the requested Borrowing Date which shall not be earlier than the Business Day a Borrowing is requested on a Base Rate Loan or the second Business Day after a Borrowing is requested on an Adjusted Libor Rate Loan as specified in a Notice of Revolving Credit Advance. If a Notice of Revolving Credit Advance is received by the Bank after 12:00 p.m. (Houston, Texas time) in the manner provided herein, the Bank will deposit the Advance in immediately available funds in the Funding Account on the requested Borrowing Date which shall not be earlier than the first Business Day after a Borrowing is requested on a Base Rate Loan or the second Business Day after a Borrowing is requested on an Adjusted Libor Rate Loan as specified in a Notice of Revolving Credit Advance.
D. If the Bank shall receive an Application for Letter of Credit in the manner provided herein before 2:00 p.m. (Houston, Texas time) the Bank shall, on the requested Borrowing Date which shall not be earlier than the second Business Day after receipt, issue the Letter of Credit as specified by LRA and deliver same as directed by LRA.
Appears in 2 contracts
Sources: Credit Agreement (Us Legal Support Inc), Credit Agreement (Us Legal Support Inc)
Borrowing Procedure. It is contemplated that (a) Each Borrowing shall be made on notice given by the Borrowers will request, ------------------- Borrower to the Administrative Agent (i) an Advance not later than 11:00 a.m. on the requested date of such Borrowing, in the Term E Committed Sum case of up to $6,000,000.00 to pay a portion Borrowing of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, ABR Loans or (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant not later than 11:00 a.m. three (3) Business Days prior to the ▇▇▇▇▇▇ House Stock Purchase Agreementrequested date of such Borrowing, and (iii) an Advance of in the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making case of a Term Loan Advance, the Borrowers must perfect Eurodollar Borrowing; provided that such notice may be delivered as provided in Section 3.01(a)(xi) in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets case of the entities whose stock is being acquired.
A. Advances any Borrowing on the Term Loans Closing Date. Each such notice shall be made pursuant to in substantially the form of Exhibit J (a “Notice of Term Loan Advance signed by a Responsible Officer Borrowing”), specifying (A) the date of LRAsuch proposed Borrowing, which is authorized by all other Borrowers to do so, specifyingshall be a Business Day, (iB) the aggregate amount of the such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of ABR Loans or Eurodollar Loans, (D) the initial Interest Period or Interest Periods for any Eurodollar Loans and (E) the Class of such proposed Borrowing. The Loans shall be made as ABR Loans, unless, subject to Section 2.05, the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Loans. Each Borrowing shall be in an aggregate amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof.
(b) The Administrative Agent shall give to each Appropriate Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Eurodollar Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.05. Each Lender shall, before 2:00 p.m. on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 9.01(B), in Same Day Funds in the applicable currency, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 9.01) (i) on the Closing Date, of the applicable conditions set forth in Section 3.01 and (ii) at any time (including the requested Borrowing Date Closing Date), of the Borrowingapplicable conditions set forth in Section 3.02, and, subject to clause (c) below, after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower as promptly as reasonably practicable.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing (or any portion thereof), the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. The Bank If and to the extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent, such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is entitled made available to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denyingBorrower until the date such amount is repaid to the Administrative Agent, at (i) in the authenticity and validity case of any the Borrower, the interest rate applicable at the time to the Loans comprising such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, Borrowing and (ii) in the Borrowers' liability case of such Lender, the Federal Funds Rate for the first Business Day and responsibility thereforthereafter at the interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrower.
B. Each Notice (d) The failure of Term any Defaulting Lender to make on the date specified any Loan Advance or any payment required by it, including any payment in respect of its participation in Swing Loans and Letter of Credit Obligations, shall not relieve any other Lender of its obligations to make such Loan or payment on such date but, except to the extent otherwise provided herein, no such other Lender shall be irrevocable and binding on responsible for the Borrowers. The Borrowers covenant and agree failure of any Defaulting Lender to assume liability for and make a Loan or payment required under this Agreement.
(e) After giving effect to protectall Borrowings, indemnify and save all conversions of Loans from one Type to the Bank harmless from any other, and all liabilitiescontinuations of Loans as the same Type, obligations, damages, penalties, claims, causes of action, costs, charges there shall not be more than ten (10) Interest Periods in effect unless otherwise agreed between the Borrower and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason Administrative Agent; provided that after the establishment of any loss, damage or claim howsoever arising or incurred because of, out new Class of or in connection with, (i) any action of the Bank Loans pursuant to a Notice an Extension Amendment, the number of Term Loan Advance, Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (ii3) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) aboveInterest Periods for each applicable Class so established.
Appears in 2 contracts
Sources: Abl Credit Agreement (Mattress Firm Group Inc.), Abl Credit Agreement (Mattress Firm Group Inc.)
Borrowing Procedure. It is contemplated that (a) Each borrowing by the Borrowers will request, ------------------- Borrower hereunder shall be (i) in the case of any Eurodollar Loan, in an Advance aggregate amount of not less than the Dollar Equivalent Value of $3,000,000 or an integral multiple of the Term E Committed Sum Dollar Equivalent Value of up to $6,000,000.00 to pay a portion 1,000,000 in excess thereof; or (ii) in the case of any Base Rate Loan, in an aggregate amount of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof. Each Loan shall be made upon prior written notice from the acquisition price for the Assets being purchased pursuant Borrower to the EDP Asset Purchase AgreementAgent in the form of Exhibit B hereto (the "Notice of Borrowing") delivered to the Agent not later than 10:00 (Dallas time) at least (i) four Business Days prior to the requested Borrowing Date in the case of Alternate Currency Loans, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant three Business Day prior to the ▇▇▇▇▇▇ House Stock Purchase AgreementBorrowing Date, if such borrowing consists of Eurodollar Loans denominated in Dollars; and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term requested Borrowing Date, if such borrowing consists of Base Rate Loans denominated in Dollars. Each Notice of Borrowing shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, irrevocable and shall specify (i) the aggregate amount of the Borrowingproposed borrowing in Dollars or Alternate Currencies, as the case may be, and of each Loan comprising a part thereof; (ii) the requested Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or Date; (iii) the transfer Type of Loan requested; (iv) with respect to any Eurodollar Loan, the Interest Period with respect to each such Loan and the Expiration Date of each such Interest Period (provided, that there shall not be more than seven (7) Interest Periods in effect at any one time under this Agreement); and (v) the demand deposit account of the Borrower at the Agent's Domestic Lending Office with which the proceeds of the borrowing are to be deposited. Promptly upon its receipt of a Notice of Borrowing, the Agent shall deliver by telefacsimile a copy thereof to each Bank. The Borrower may give the Agent telephonic notice by the required time of any proposed borrowing under this Section 2.2(a); provided, that such telephonic notice shall be promptly confirmed in writing by delivery to the Agent of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower or for otherwise acting in good faith under this Section 2.2(a).
(b) Unless the Agent shall have received notice from a Bank (which must be received, except in the case of Base Rate Loans, at least one Business Day prior to the date of any borrowing) that such Bank will not make available to the Agent such Bank's Pro Rata Percentage of such borrowing as and when required hereunder, the Agent may assume that such Bank has made such portion available to the Agent on the date of such borrowing in accordance with Section 2.1(c), and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. The Agent shall give notice to the Borrower of any notice the Agent receives under this Section 2.2(b), provided that the Agent shall not be liable for the failure to give such notice. If and to the extent any Bank shall not have made its full amount available to the Agent in immediately available funds pursuant and the Agent in such circumstances has made available to the Borrower such amount, that Bank shall on the Business Day following such Borrowing Date make such amount available to the Agent, together with interest at the Federal Funds Rate or, in the case of any borrowing consisting of Alternate Currency Loans, the Overnight Rate, for each day during such period. A notice of the Agent submitted to any Bank with respect to amounts owing under this subsection (ib) and/or shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent shall constitute such Bank's Loan on the date of borrowing for all purposes of this Agreement. If such amount is not made available to the Agent on the Business Day following the borrowing date, the Agent will notify the Borrower by the next succeeding Business Day of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such borrowing.
(iic) aboveThe failure of any Bank to make the Loan to be made by it as part of any borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any borrowing.
(d) The Dollar Equivalent Value of any borrowing of Alternate Currency Loans will be determined by the Agent for such borrowing on the Computation Date therefor in accordance with Section 3.2(a).
Appears in 1 contract
Borrowing Procedure. It is contemplated that the Borrowers will request, ------------------- (ia) an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans Each Borrowing shall be made pursuant to upon the Borrower’s irrevocable delivery of a Notice of Term Loan Advance Borrowing Request, appropriately completed and signed by a Responsible Officer of LRAthe Borrower, which on behalf of the Borrower, to the (I) in the case of any Borrowing of Revolving Credit Loans, Revolving Administrative Agent and (II) in the case of any Borrowing of Term Loans, Administrative Agent (provided that the notices in respect of (x) any Borrowing of Revolving Credit Loans and/or Delayed Draw Term Loans may be conditioned on the closing of a related Permitted Acquisition and (y) the Borrowing of the Sixteenth Amendment Incremental Term Loans may be conditioned on the closing of the Applied Avionics Acquisition). Each such notice must be received by the applicable Agent not later than (i) 1:00 p.m., New York time, three (3) Business Days prior to the requested date of any Borrowing or continuation of Term SOFR Loans or any conversion of Base Rate Loans to SOFR Loans and (ii) 11:00 a.m., New York time, on the requested date of any Borrowing of Base Rate Loans or any conversion of SOFR Loans to Base Rate Loans; provided that the notice referred to in subclause (i) above may be delivered not later than 1:00 p.m., New York time, one (1) Business Day prior to the Closing Date or any Incremental Facility Closing Date, as applicable, in the case of the Initial Term Loans or Incremental Term Loans. Except as provided in Section 2.02 and Section 2.17, each Borrowing of (x) ABR Loans shall be in an aggregate principal amount that is authorized by all other Borrowers (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to do so, specifying, the remaining available balance of the applicable Commitments and (y) SOFR Loans shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. Each Borrowing Request shall specify (i) the aggregate amount Class of the BorrowingCommitment that are requested to be funded, and (ii) the requested Borrowing Date date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers Borrowing (which shall be unconditionally and absolutely estopped from denyinga Business Day), (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the amount of Loans to be borrowed, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) wire instructions of the account(s) to which funds are to be disbursed. If the Borrower fails to specify a Type of Loan in a Borrowing Request, then the applicable Loans shall be made as a SOFR Loan with a one-month Interest Period. If the Borrower fails to specify an Interest Period with respect to a SOFR Loan, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(b) Following receipt of a Borrowing Request, the applicable Agent shall promptly notify each applicable Lender of the amount of its pro rata share of the applicable Class of Loans being requested. Each Lender shall make the amount of its Loan available to the applicable Agent by wire transfer of immediately available funds pursuant at the Administrative Agent’s payment office specified by the applicable Agent not later than 12:00 noon (New York, New York) on the Business Day specified as the applicable requested date of Borrowing in the applicable Borrowing Request. The applicable Agent shall make all funds so received available to the Borrower in like funds as received by the applicable Agent by causing the wire transfer of such funds, in each case, in accordance with instructions provided by the Borrower to the applicable Agent in the Borrowing Request.
(ic) and/or (ii) aboveThe failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.
Appears in 1 contract
Borrowing Procedure. It is contemplated that the Borrowers will request, ------------------- (ia) an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant The Borrower shall give to the EDP Asset Purchase AgreementAdministrative Agent written notice (or telephonic notice promptly confirmed in writing) prior to (a) in the case of a Eurodollar Loan, 11:00 a.m. (iiNew York City time) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant at least three Business Days prior to the ▇▇▇▇▇▇ House Stock Purchase AgreementFunding Date, and (iiib) in the case of an Advance of ABR Loan, 12:00 Noon (New York City time), at least one Business Day prior to the Term E Committed Sum of up to $100,000.00 to pay Funding Date. Such notice shall be in the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making form of a Term Loan AdvanceBorrowing Request, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, irrevocable. Such Borrowing Request shall specify (i) the aggregate principal amount of the Borrowing, and (ii) the requested Borrowing Date of the Borrowing. The Bank is entitled Loans to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advancemade, (ii) the breach proposed date of any provisions of this Fourth Restated Agreement by the BorrowersLoans (which shall be a Business Day), or (iii) whether such Loans are to be ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the transfer initial Interest Period applicable thereto, (iv) remittance instructions for disbursement of funds pursuant the proceeds of the Loans and (v) that the conditions set forth in Article IV have been satisfied as of the date of the Borrowing Request. The Borrowing Request shall be in substantially the form of Exhibit C. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Loans, of such Lender’s proportionate share thereof and the other matters covered by the related Borrowing Request.
(b) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an authorized officer of the Borrower.
(ic) and/or (ii) aboveIf no election as to the denomination or Type of Loans is specified, then the requested Borrowing shall be deemed to be for Eurodollar Loans with an Interest Period of one month’s duration. If no Interest Period is specified with respect to any requested Eurodollar Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request, in accordance with this Section 2.03, the Administrative Agent shall advise the Lenders of the details thereof and of the amount of such Lender’s proportionate share of the Loans to be made as part of the requested Borrowing.
Appears in 1 contract
Borrowing Procedure. It is contemplated that the Borrowers will request, ------------------- (a) Each borrowing by a Borrower hereunder shall be (i) in the case of any LIBOR Rate Loan, in an Advance aggregate amount of the Term E Committed Sum not less than $500,000 or an integral multiple of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, 500,000 in excess thereof; or (ii) in the case of any Base Rate Loan, in an Advance aggregate amount of not less than $500,000 or an integral multiple of $500,000 in excess thereof. Each Loan shall be made upon prior written notice from the Parent, on behalf of the Term E Committed Sum Borrowers, to the Agent in the form of up EXHIBIT C hereto (the "Notice of Borrowing") delivered to $1,350,000.00 the Agent not later than 11:30 a.m. (Houston time) (i) on the third Business Day prior to pay a portion the Borrowing Date, if such borrowing consists of LIBOR Rate Loans; and (ii) on the Business Day prior to the Borrowing Date, if such borrowing consists of Base Rate Loans. Each Notice of Borrowing shall be irrevocable and shall specify (i) the amount of the acquisition price for proposed borrowing and of each Loan comprising a part thereof; (ii) the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and Borrowing Date; (iii) an Advance the Type of Loan requested; (iv) with respect to any LIBOR Rate Loan, the Rate Period with respect to each such Loan and the Expiration Date of each such Rate Period (PROVIDED, that there shall not be more than five (5) Rate Periods in effect at any one time under this Agreement); and (v) the demand deposit account of the Term E Committed Sum of up to $100,000.00 to pay Borrowers at the Facility Fees due as Agent's Domestic Lending Office with which the proceeds of the Effective Date borrowing are to be deposited. Promptly upon its receipt of a Notice of Borrowing, the Agent shall deliver by fax a copy thereof to each Bank. The Parent may give the Agent telephonic notice by the required time of any proposed borrowing under this Fourth Restated Agreement and transaction costs incurred Section 2.2(a); PROVIDED, that such telephonic notice shall be promptly confirmed in writing by delivery to the Agent of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrowers in connection with acting upon any telephonic notice referred to above which the purchase Agent believes in good faith to have been given by the Parent or for otherwise acting in good faith under this Section 2.2(a).
(b) Unless the Agent shall have received notice from a Bank prior to the date of any borrowing that such Bank will not make available to the Assets Agent such Bank's Pro Rata Percentage of EDPsuch borrowing, the stock Agent may assume that such Bank has made such portion available to the Agent on the date of ▇▇▇▇▇▇ such borrowing in accordance with Section 2.1(c), and this Fourth Restated Agreement. Upon the making of a Term Loan AdvanceAgent may, in reliance upon such assumption, make available to the Borrowers must perfect in on such date a corresponding amount. If and to the extent that such Bank a valid first priority lien on all Collateralshall not have so made its Pro Rata Percentage available to the Agent, including the Assets being acquired such Bank and the Assets of Borrowers (without duplication) severally agree to repay to the entities whose stock Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is being acquired.
A. Advances on made available to the Term Loans shall be made pursuant Borrowers until the date such amount is repaid to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifyingthe Agent, (i) in the aggregate amount case of the BorrowingBorrowers, at the interest rate applicable at the time to Loans comprising such borrowing, and (ii) in the requested Borrowing Date case of such Bank, at the BorrowingFederal Funds Effective Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such borrowing for purposes of this Agreement.
(c) The failure of any Bank is entitled to rely and act upon requests made or purportedly make the Loan to be made by a Responsible Officer it as part of any borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the Borrowers. The Borrowers date of such borrowing, but no Bank shall be unconditionally and absolutely estopped from denying, (i) responsible for the authenticity and validity failure of any other Bank to make the Loan to be made by such transaction so acted upon by the other Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason date of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) aboveborrowing.
Appears in 1 contract
Sources: Revolving Credit Agreement (Cross Continent Auto Retailers Inc M&l)
Borrowing Procedure. It is contemplated that Each Borrowing, each conversion of a Borrowing from one Type to the Borrowers will requestother, ------------------- and each continuation of a SOFR Borrowing shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent not later than 11:00 a.m. (i) an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant three (3) U.S. Government Securities Business Days prior to the EDP Asset Purchase Agreementrequested date of any Borrowing of, conversion to or continuation of a SOFR Borrowing or of any conversion of a SOFR Borrowing to a Base Rate Borrowing and (ii) an Advance on the requested date of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired any Base Rate Borrowing. Each telephonic notice by Borrower pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreementthis Section 2.1(b) must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred signed by the Borrowers in connection with the purchase of the Assets of EDP, the stock a Responsible Officer of ▇▇▇▇▇▇ and this Fourth Restated Agreement▇▇▇. Upon the making Each Borrowing of, conversion to or continuation of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans SOFR Borrowing shall be made pursuant in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Section 2.2(c) and Section 2.3(c), each Borrowing of or conversion to a Notice Base Rate Borrowing shall be in a principal amount of Term Loan Advance signed by $250,000 or a Responsible Officer whole multiple of LRA, which is authorized by all other Borrowers $50,000 in excess thereof; provided that a Base Rate Borrowing may be in an amount equal to do so, specifying, the Revolving Credit Availability. Each Borrowing Request (whether telephonic or written) shall specify (i) the aggregate amount of the whether Borrower is requesting a Borrowing, and a conversion of Borrowings from one Type to the other, or a continuation of Borrowings, (ii) the requested Borrowing Date date of the Borrowing. The Bank is entitled to rely and act upon requests made , conversion or purportedly made by a Responsible Officer of continuation, as the Borrowers. The Borrowers case may be (which shall be unconditionally and absolutely estopped from denyinga Business Day), (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer principal amount of funds pursuant Borrowings to be borrowed, converted or continued, (iiv) and/or the Type of Borrowings to be borrowed or to which existing Borrowings are to be converted, (iiv) aboveif applicable, the duration of the Interest Period with respect thereto, and (vi) the amount of the then effective Borrowing Base, the amount of the then effective Aggregate Elected Commitment Amounts, the current total Revolving Credit Exposure of the Revolving Credit Lenders (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposure of the Revolving Credit Lenders (giving effect to the requested Borrowing). If Borrower fails to specify a Type of Borrowing in a Borrowing Request or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Borrowings shall be made as, or converted to, Base Rate Borrowings. Any such automatic conversion to Base Rate Borrowings shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Borrowings. If Borrower requests a Borrowing of, conversion to, or continuation of a SOFR Borrowing in any such Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For the avoidance of doubt, as of the Closing Date, the only Type of Borrowings available to Borrower are SOFR Borrowings and Base Rate Borrowings.
Appears in 1 contract
Borrowing Procedure. It is contemplated that To request Loans, Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Borrowers will request, ------------------- Administrative Agent (i) an Advance in the case of Eurocurrency Loans in dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreementproposed Borrowing, (ii) in the case of Eurocurrency Loans in an Advance Alternate Currency, not later than 11:00 a.m., New York City time, four Business Days before the date of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and proposed borrowing or (iii) an Advance in the case of ABR Loans, not later than 10:00 a.m., New York City time, (A) on the date of the Term E Committed Sum of up proposed borrowing if the proposed borrowing is in an aggregate amount equal to or less than $100,000.00 to pay 20.0 million and (B) one Business Day before the Facility Fees due as date of the Effective Date proposed borrowing if the proposed borrowing is in an aggregate amount in excess of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement$20.0 million. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans Each Borrowing Request shall be made pursuant irrevocable and shall specify the following information in compliance with Section 2.02:
(a) whether the requested borrowing is to be a Notice borrowing of Revolving Loans, or Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, Loans;
(ib) the aggregate amount of the Borrowing, and such borrowing;
(iic) the requested Borrowing Date date of such borrowing, which shall be a Business Day;
(d) whether such borrowing is to be for ABR Loans or Eurocurrency Loans; SC1:3775857.9 LEGAL_US_E # 113365636.9
(e) in the case of Eurocurrency Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the Borrowing. The Bank is entitled term “Interest Period”;
(f) the location and number of Borrower’s account to rely and act upon requests made or purportedly made by a Responsible Officer which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c);
(g) that the conditions set forth in Sections 4.02(b)-(d) have been satisfied as of the Borrowersdate of the notice; and
(h) in the case of Eurocurrency Loans in an Alternate Currency, the Alternate Currency for such Loans. The Borrowers If no election as to the Type of Loans is specified for Loans in dollars, then the requested borrowing shall be unconditionally and absolutely estopped from denyingfor ABR Loans. If no Interest Period is specified with respect to any requested Eurocurrency Loan, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance then Borrower shall be irrevocable and binding on deemed to have selected an Interest Period of three month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action Administrative Agent shall advise each applicable Lender of the Bank pursuant details thereof and of the amount of such Lender’s Loan to a Notice be made as part of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) aboverequested Borrowing.
Appears in 1 contract
Borrowing Procedure. It is contemplated that (a) To request a Borrowing, the Borrowers will requestDesignated Company shall deliver, ------------------- by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent not later than 10:00 a.m., London time, three (i3) an Advance Business Days before the date of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreementproposed Borrowing. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans Each Borrowing Request shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, irrevocable and shall specify the following information in compliance with Section 2.02:
(i) the names of the Co-Borrower(s) requesting such Borrowing(s) and the aggregate amount of the Borrowing, and such Borrowing(s);
(ii) the requested Borrowing Date date of such Borrowing(s), which shall be a Business Day (and in the case of the Borrowing. The Bank is entitled Aleris Incremental Term Loans, occurring prior to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.Aleris Incremental Commitment Termination Date);
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer initial Interest Period to be applicable to each such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”;
(iv) the location and number of such Co-Borrowers’ account(s) to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and
(v) in the case of the initial Credit Extension hereunder, under the Aleris Incremental Term Loan Commitments or under any Incremental Term Loan Commitments, that the conditions set forth in Section 4.03(b) - (d) have been satisfied as of the date of the notice, and in the case of Aleris Incremental Term Loans, that the conditions referred to in Section 4.04 shall be satisfied as of the date designated pursuant to (i) and/or clause (ii) above.. Subject to the firstsecond proviso in the definition of “Interest Period,” if no Interest Period is specified with respect to any requested Eurodollar Rate Borrowing, then the Co-Borrowers shall be deemed to have selected an Interest Period of three month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 967770.02F-CHISR1034077.05-CHISR01A - MSW 105
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Borrowing Procedure. It is contemplated that The procedure for Borrowings under this Agreement shall be as follows:
(a) By delivering a Borrowing Request to the Borrowers will Agent on or before 10:30 a.m., New York time, on a Business Day, a Borrower (other than an English Sub, French Sub and German Sub) may from time to time irrevocably request, ------------------- (i) on a same-day basis for Reference Rate Loans, and on not less than three nor more than five Business Days' notice for Interbank Rate Loans, that a Borrowing in Dollars be made in a minimum amount of $500,000 and an Advance integral multiple of $100,000, or in the unused amount of the Term E Committed Sum applicable Commitment. On the terms and subject to the conditions of up to $6,000,000.00 to pay a portion this Agreement, each Borrowing shall be comprised of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance type of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase AgreementLoans, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant on the Business Day, specified in such Borrowing Request. The Agent shall provide prompt notice of such Borrowing Request to the Lenders, and on or before 1:00 p.m., New York time, on such Business Day each Lender shall deposit with the Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. Such deposit will be made to an account which the Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the related Borrower by wire transfer to the accounts the related Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.
(b) By delivering a Notice Borrowing Request to the Agent on or before 10:30 a.m., New York time, on a Business Day, the English Sub may from time to time irrevocably request, on not less than three nor more than five Business Days' notice, that a Borrowing be made in Pounds Sterling in a minimum Dollar Amount of Term Loan Advance signed by a Responsible Officer $100,000 and an integral multiple of LRA$100,000, which is authorized by all other Borrowers to do so, specifying, (i) or in the aggregate unused amount of its applicable Commitment. on the Borrowingterms and subject to the conditions of this Agreement, each such Borrowing shall be comprised of Sterling Loans, and (ii) the requested Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denyingmade on the Business Day specified in such Borrowing Request on or before 11:00 a.m., (i) the authenticity and validity New York time, on such Business Day Bank of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid America shall make such funds as requested available to such Borrower to the accounts such Borrower shall have specified in any its Borrowing Request.
(c) By delivering a Borrowing Request to the Agent on or before 10:30 a.m., New York time, on a Business Day, the French Sub may from time to time irrevocably request, on not less than three nor more than five Business Days' notice, that a Borrowing be made in French Francs in a minimum Dollar Amount of $100,000 and an integral multiple of $100,000, or in the unused amount of its applicable Commitment. On the terms and subject to the conditions of this Agreement, each such Notice Borrowing shall be comprised of Term Loan AdvanceFF Loans, and (ii) shall be made on the Borrowers' liability and responsibility thereforBusiness Day specified in such Borrowing Request. On or before 11:00 a.m., New York time, on such Business Day Bank of America shall make such funds available to such Borrower to the accounts such Borrower shall have specified in its Borrowing Request.
B. Each Notice (d) By delivering a Borrowing Request to the Agent on or before 10:30 a.m., New York time, on a Business Day, the German Sub may from time to time irrevocably request, on not less than three nor more than five Business Days' notice, that a Borrowing be made in Deutsche Marks in a minimum Dollar Amount of Term Loan Advance $100,000 and an integral multiple of $100,000, or in the unused amount of its applicable Commitment. on the terms and subject to the conditions of this Agreement, each such Borrowing shall be irrevocable comprised of DM Loans, and binding shall be made on the BorrowersBusiness Day specified in such Borrowing Request. The Borrowers covenant and agree On or before 11:00 a.m. (New York time) on such Business Day Bank of America shall make such funds available to assume such Borrower to the accounts such Borrower shall have specified in its Borrowing Request.
(e) Each Borrower acknowledges that any Lender's liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which delay in funding a Borrowing Request shall not include incidental or consequential damages that may be imposed upon, incurred by or asserted against the Bank by reason such Borrower as a result of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) abovesuch delay.
Appears in 1 contract
Sources: Credit Agreement (Bairnco Corp /De/)
Borrowing Procedure. It is contemplated that the Borrowers will request, ------------------- (ia) an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred The borrowing by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making Borrower hereunder shall be by way of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets single borrowing of the entities whose stock is being acquired.
A. Advances C$75,000,000 on the Term Loans Closing Date. Such borrowing shall be made pursuant upon prior written notice from the Borrower to a the Agent in the form of Exhibit B hereto (the "Notice of Term Loan Advance signed by a Responsible Officer Borrowing") delivered to the Agent not later than 10:00 a.m. (Dallas time) at least three Business Day prior to the Closing Date. The Notice of LRA, which is authorized by all other Borrowers to do so, specifying, Borrowing shall be irrevocable and shall specify (i) the amount of the proposed borrowing and of each Loan comprising a part thereof (which shall be in an aggregate amount of the Borrowing, and not less than C$3,000,000 or an integral multiple of C$1,000,000 in excess thereof); (ii) the requested Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers (which shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or Closing Date); (iii) the transfer Interest Period with respect to each such Loan and the Expiration Date of each such Interest Period (provided, that there shall not be more than seven (7) Interest Periods in effect at any one time under this Agreement); and (iv) the demand deposit account of the Borrower at the Agent's Domestic Lending Office with which the proceeds of the borrowing are to be deposited. Promptly upon its receipt of the Notice of Borrowing, the Agent shall deliver by telefacsimile a copy thereof to each Bank. The Borrower may give the Agent telephonic notice by the required time of the proposed borrowing under this Section 2.2(a); provided, that such telephonic notice shall be promptly confirmed in writing by delivery to the Agent of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower or for otherwise acting in good faith under this Section 2.2(a).
(b) Unless the Agent shall have received notice from a Bank (which must be received at least one Business Day prior to the date of any borrowing) that such Bank will not make available to the Agent such Bank's Pro Rata Percentage of such borrowing as and when required hereunder, the Agent may assume that such Bank has made such portion available to the Agent on the date of such borrowing in accordance with Section 2.1(c), and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. The Agent shall give notice to the Borrower of any notice the Agent receives under this Section 2.2(b), provided that the Agent shall not be liable for the failure to give such notice. If and to the extent any Bank shall not have made its full amount available to the Agent in immediately available funds pursuant and the Agent in such circumstances has made available to the Borrower such amount, that Bank shall on the Business Day following such Borrowing Date make such amount available to the Agent, together with interest at the Overnight Rate for each day during such period. A notice of the Agent submitted to any Bank with respect to amounts owing under this subsection (ib) and/or shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent shall constitute such Bank's Loan on the date of borrowing for all purposes of this Agreement. If such amount is not made available to the Agent on the Business Day following the borrowing date, the Agent will notify the Borrower by the next succeeding Business Day of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such borrowing.
(iic) aboveThe failure of any Bank to make the Loan to be made by it as part of any borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any borrowing.
Appears in 1 contract
Borrowing Procedure. It is contemplated that In order to effect a Borrowing, the Borrowers will request, ------------------- (i) an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant Borrower shall hand deliver or telecopy to the EDP Asset Purchase AgreementAdministrative Agent a duly completed request for Borrowing, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect substantially in the Bank form of Exhibit A hereto (a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a "Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifyingBorrowing"), (i) in the aggregate amount case of Eurodollar Loans, not later than 1:00 p.m., New York time, three Business Days before the Borrowing Date specified for a proposed Borrowing, and (ii) in the case of Base Rate Loans, not later than 1:00 p.m., New York time, on the Business Day which is the Borrowing Date specified for a proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement and specify (x) whether the Loans then being requested are to be Eurodollar Loans or Base Rate Loans, (y) the Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers such Loans (which shall be unconditionally a Business Day) and absolutely estopped from denyingthe aggregate amount thereof (which shall not be less than $200,000,000 and shall be an integral multiple of $10,000,000), and (iz) in the authenticity and validity case of a Eurodollar Loan, the Interest Period with respect thereto (which shall not end later than the Maturity Date). If no Interest Period with respect to any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested Eurodollar Loan is specified in any such Notice of Term Loan AdvanceBorrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding in any event on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save same day the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to Administrative Agent receives a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds Borrowing pursuant to (i) and/or (ii) abovethis Section 2.2, if such notice is received by 11:00 a.m., New York time on a Business Day and otherwise on the next succeeding Business Day, the Administrative Agent shall advise the other Lenders of such Notice of Borrowing and of each Lender's portion of the requested Borrowing by telecopier. Each Borrowing shall consist of Loans of the same Type made on the same day and having the same Interest Period.
Appears in 1 contract
Sources: Credit Agreement (Centurytel Inc)
Borrowing Procedure. It is contemplated that In order to effect a Borrowing, the Borrowers will request, ------------------- (i) an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant Borrower shall hand deliver or telecopy to the EDP Asset Purchase AgreementAdministrative Agent a duly completed request for Borrowing, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect substantially in the Bank form of Exhibit A hereto (a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a "Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifyingBorrowing"), (i) in the aggregate amount case of Eurodollar Loans, not later than 11:00 a.m., Dallas, Texas time, three Business Days before the Borrowing Date specified for a proposed Borrowing, and (ii) in the case of Base Rate Loans, not later than 11:00 a.m., Dallas, Texas time, on the Business Day which is the Borrowing Date specified for a proposed Borrowing. No Facility B Loan shall be requested or made after the Facility B Termination Date. Such notice shall be irrevocable and shall in each case refer to this Agreement and specify (w) whether the Loans then being requested are to be made as Facility A Loans or Facility B Loans, (x) whether the Loans then being requested are to be Eurodollar Loans or Base Rate Loans, (y) the Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers such Loans (which shall be unconditionally a r Business Day) and absolutely estopped from denyingthe aggregate amount thereof (which shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000), and (iz) in the authenticity and validity case of a Eurodollar Loan, the Interest Period with respect thereto (which shall not end later than the Facility A Termination Date or the Facility B Termination Date, as applicable). If no Interest Period with respect to any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested Eurodollar Loan is specified in any such Notice of Term Loan AdvanceBorrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding in any event on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save same day the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to Administrative Agent receives a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds Borrowing pursuant to (i) and/or (ii) abovethis Section 2.4, if such notice is received by 10:00 a.m., Dallas, Texas time on a Business Day and otherwise on the next succeeding Business Day, the Administrative Agent shall advise the other Lenders of such Notice of Borrowing and of each Lender's portion of the requested Facility A or Facility B Borrowing by telecopier. Each Borrowing shall consist of Loans of the same Type made on the same day and having the same Interest Period.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Centurytel Inc)
Borrowing Procedure. It is contemplated that the Borrowers will request, ------------------- (i1) an Advance Any Authorized Officer of the Term E Committed Sum of up to $6,000,000.00 to pay Borrower may request a portion Revolving Loan on behalf of the acquisition price Borrower after the Effective Date and prior to the Termination Date in Dollars on any Business Day by giving the Agent telephonic, telex or facsimile notice (which notice shall be irrevocable once given and shall be promptly confirmed in writing if given telephonically) in the form of Exhibit B attached hereto ("Borrowing Request") or such other form as shall be acceptable to the Agent. Each Borrowing Request must be received by the Agent prior to 10:00 A.M., Chicago time, on the proposed date of such Borrowing (which must be a Business Day) in the case of Floating Rate Loans and prior to 10:00 A.M., Chicago time, three (3) Business Days prior to the proposed date of such Borrowing (which must be a Business Day) in the case of Eurodollar Loans and in each case shall specify (a) the principal amount of such Borrowing, (b) the proposed date of Borrowing (which must be a Business Day), (c) the Type of Borrowing and (d) in the case of a Eurodollar Rate Borrowing, the initial Interest Period for such Borrowing. Promptly upon receipt of such Borrowing Request, the Assets being purchased Agent shall advise each Lender thereof. Not later than 11:00 A.M., Chicago time, on the date of a proposed Borrowing, each Lender shall provide the Agent at its principal office in Chicago with immediately available funds in an amount equal to such Lender's Percentage of the principal amount of the proposed Borrowing specified in the Borrowing Request. Each Floating Rate Loan shall be in a principal amount of $500,000 or an integral multiple thereof; each Eurodollar Loan shall be in a principal amount of $1,000,000 or an integral multiple thereof. All Borrowings shall be pro rata among the Lenders in accordance with their respective Percentages. Not later than 1:00 P.M., Chicago time, on the proposed date of Borrowing specified in the Borrowing Request, subject to the satisfaction of the applicable conditions precedent set forth in Article V hereof, the Agent shall make the proceeds of each Revolving Loan available to the Borrower by causing an amount of immediately available funds equal to the principal amount of such Revolving Loan to be credited to the account of the Borrower at BAI unless otherwise required pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date terms of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) the aggregate amount of the Borrowing, and (ii) the requested Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) above.
Appears in 1 contract
Sources: Secured Revolving Credit Agreement (Boston Chicken Inc)
Borrowing Procedure. It is contemplated that To request a Revolving Borrowing or Term Borrowing, the Borrowers will requestBorrower shall deliver, ------------------- by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) an Advance in the case of a Eurodollar Term Borrowing, not later than 12:00 p.m., New York City time, on the third Business Day before the date of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant proposed Borrowing (or such later time as may be reasonably acceptable to the EDP Asset Purchase AgreementAdministrative Agent, in the case of any Borrowing), (ii) in the case of an Advance of ABR Term Borrowing, not later than 4:00 p.m., New York City time, on the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant Business Day prior to the ▇▇▇▇▇▇ House Stock Purchase Agreement, proposed Borrowing (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent) and (iii) an Advance in the case of any Revolving Borrowing, not later than 12:00 p.m., New York City time, on the fifth Business Day before the date of the Term E Committed Sum of up proposed Borrowing (or such later time as may be reasonably acceptable to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated AgreementAdministrative Agent). Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans Each Borrowing Request shall be made pursuant irrevocable and shall specify the following information in compliance with Section 2.02:
(a) whether the requested Borrowing is to be a Notice Borrowing of Revolving Loans or Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, Loans;
(ib) the aggregate amount of such Borrowing;
(c) the date of such Borrowing, which shall be a Business Day;
(d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
(e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;
(f) the location and number of the Borrower’s account to which funds are to be disbursed; and
(iig) that, in the case of a Revolving Borrowing, the conditions set forth in Section 4.02(b) and Section 4.02(c) are satisfied as of the date of the notice and, in the case of a Delayed Draw Term Loan Borrowing, the conditions set forth in Section 4.03(b) and 4.03(c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing Date shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the Borrowing. The Bank is entitled to rely details thereof and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall amount of such Lender’s Loan to be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action part of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) aboverequested Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Inotiv, Inc.)
Borrowing Procedure. It Whenever Borrower desires a Loan hereunder, Borrower shall give Lender written notice in a form which is contemplated that acceptable to Lender specifying (a) the Borrowers will request, ------------------- date (iwhich shall be a Business Day in the case of a Prime Rate Loan or a Eurodollar Business Day in a case of a Eurodollar Loan) an Advance of the Term E Committed Sum of up proposed borrowing, (b) the amount to $6,000,000.00 to pay a be borrowed, (c) the portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreementborrowing constituting a Prime Rate Loan and/or a Eurodollar Loan (which may only be in Incremental Portions), and (iid) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a if any portion of the acquisition price for proposed borrowing constitutes a Eurodollar Loan, the Stock being acquired pursuant initial Eurodollar Interest Period selected by Borrower (one month, two months, three months or six months). Such notice shall be given by 10:00 a.m. (Dallas, Texas time) on the date of the proposed borrowing in the case of a Prime Rate Loan, and by 10:00 a.m. (Dallas, Texas time) two (2) Business Days prior to the ▇▇▇▇▇▇ House Stock Purchase date of the proposed borrowing in the case of a Eurodollar Loan. The notice may be given telephonically by Borrower to Lender, but upon giving such telephonic notice Borrower shall immediately thereafter provide Lender with the written notice described above. All notices given under this Section shall be irrevocable. Not later than 12:00 noon (Dallas, Texas time) on the date of the proposed borrowing and upon fulfillment of all other conditions required by this Agreement, and (iii) an Advance of Lender will make such Loan available to Borrower by crediting the Term E Committed Sum of up amount thereof to $100,000.00 to pay the Facility Fees due Borrower's account with Lender or otherwise disbursing it as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers Borrower may request in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreementwriting. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien No Loans may be made on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances or after noon on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) day before the aggregate amount of the Borrowing, and (ii) the requested Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility thereforMaturity Date.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) above.
Appears in 1 contract
Borrowing Procedure. It is contemplated that the Borrowers will request, ------------------- (i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing of SOFR Loans or Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case an Advance integral multiple of $1,000,000 in excess thereof (or, in the Term E Committed Sum case of up to $6,000,000.00 to pay a portion of Borrowing denominated in an Alternate Currency, the acquisition price for the Assets being purchased pursuant Alternate Currency Equivalent thereof, rounded to the EDP Asset Purchase Agreementnearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on (x) the third Business Day prior to the date of such Borrowing in the case of a Borrowing consisting of SOFR Loans, (y) the fourth Business Day prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans denominated in an Alternate Currency or (z) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof.
(ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making Each such notice of a Term Loan Advance, the Borrowers must perfect in the Bank Borrowing (a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a “Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (iBorrowing”) the aggregate amount of the Borrowing, and (ii) the requested Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the BorrowersBorrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) Class of Loans comprising such Borrowing, (4) the applicable Borrowing Category (or as applicable Borrowing Categories), (5) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (6) in the case of a Borrowing of SOFR Loans or Eurocurrency Loans, initial Interest Period for such Loans.
(iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such ▇▇▇▇▇▇’s ratable portion of such Borrowing.
(iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree.
(v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. The Borrowers covenant and agree If the requesting Borrower fails to assume liability for and provide a timely notice of Conversion or Continuation with respect to protecta Borrowing of SOFR Loans or Eurocurrency Loans, indemnify and save then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the Bank harmless from requesting Borrower requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified SOFR Loans in Dollars.
(vi) After giving effect to all Borrowings, all Conversions and all liabilitiesContinuations, obligationsthere shall not be more than 15 Interest Periods in effect. Notwithstanding the foregoing no Borrower shall be entitled to request, damagesor to elect to convert or continue, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against any Borrowing if the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, Interest Period request (i) any action of the Bank pursuant with respect to a Notice Borrowing of Term Loan Advance, 2025 Tranche Revolving Loans would end after the 2025 Termination Date and (ii) with respect to a Borrowing of 2027 Tranche Revolving Loans would end after the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) above2027 Termination Date.
Appears in 1 contract
Borrowing Procedure. It is contemplated that By delivering a Borrowing Request to ------------------- the Borrowers will Administrative Agent on or before 11:00 a.m., New York time, on a Business Day, the Borrower may from time to time irrevocably request, ------------------- on not less than one (iin the case of Borrowings of Base Rate Loans) and not less than three (in the case of Borrowings of LIBO Rate Loans) nor more than five (in all cases) Business Days' notice, that a Borrowing be made in a minimum amount of $3,000,000 for the initial drawdown on the Revolving Loan Commitment and, for each drawdown thereafter, in a minimum amount of $500,000 and an Advance integral multiple of $100,000 (in the case of LIBO Rate Loans) or in a minimum amount of $100,000 and an integral multiple of $100,000 (in the case of Base Rate Loans) or in the unused amount of the Term E Committed Sum applicable Commitment Amount. On the terms and subject to the conditions of up to $6,000,000.00 to pay a portion this Agreement, each Borrowing shall be comprised of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance type of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase AgreementLoans, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant on the Business Day, specified in such Borrowing Request (provided that the Borrowing made on the Closing Date shall be -------- comprised solely of Base Rate Loans). On or before 12:00 noon, New York time, on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) the aggregate amount such Lender's Percentage of the Borrowing, and (ii) the requested Borrowing Date of the Borrowing. The Bank is entitled Such deposit will be made to rely and act upon requests made or purportedly made an account which the Administrative Agent shall specify from time to time by a Responsible Officer of notice to the BorrowersLenders. The Borrowers To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of affected by any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in other Lender's failure to make any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility thereforLoan.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) above.
Appears in 1 contract
Sources: Credit Agreement (One Source Telecommunications Inc)
Borrowing Procedure. It is contemplated In the case of Loans (other than Swing Line Loans), by delivering a Borrowing Request to the Administrative Agent on or before 10:00 a.m. on a Business Day, the Borrower may from time to time irrevocably request, on such Business Day in the case of Base Rate Loans, on not less than three Business Days’ notice and not more than five Business Days’ notice, in the case of LIBO Rate Loans denominated in Dollars, or on no less than four Business Days’ and no more than ten Business Days’ notice in the case of Euro Loans, that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $5,000,000 (or the Euro Equivalent thereof) and an integral multiple of $1,000,000 (or the Euros Equivalent thereof), in the case of Base Rate Loans, in a minimum amount of $1,000,000 and an integral multiple of $500,000 or, in either case, in the unused amount of the applicable Commitment; provided that only Base Rate Loans and LIBO Rate Loans with a one month Interest Period may be incurred prior to the earlier to occur of (a) the 30th day following the Closing Date and (b) the date upon which the Lead Arrangers have determined that the Borrowers will requestSyndication Date has occurred. On the terms and subject to the conditions of this Agreement, ------------------- (i) an Advance each Borrowing shall be comprised of the Term E Committed Sum type of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase AgreementLoans, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant on the Business Day and in the Currency specified in such Borrowing Request. In the case of other than Swing Line Loans, on or before 12:00 noon on such Business Day each Lender that has a Commitment to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to do so, specifying, (i) the aggregate amount such Lender’s Percentage of the Borrowing, and (ii) the requested Borrowing Date of the Borrowing. The Bank is entitled Such deposit will be made to rely and act upon requests made or purportedly made an account which the Administrative Agent shall specify from time to time by a Responsible Officer of notice to the BorrowersLenders. The Borrowers To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s obligation to make any Loan shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of affected by any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in other Lender’s failure to make any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility thereforLoan.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) above.
Appears in 1 contract
Borrowing Procedure. It is contemplated that In order to request a Borrowing of Loans, the Borrowers will requestBorrower shall notify the Administrative Agent of such request (a) in the case of Eurodollar Loans, ------------------- not later than 11:00 a.m., Chicago time, three Business Days before the proposed Borrowing Date (or, with respect to the Borrowing on the Closing Date, not later than 11:00 a.m., Chicago time, on the Business Day before the Closing Date) and (b) in the case of Base Rate Loans, not later than 11:00 a.m., Chicago time, on the proposed Borrowing Date. Each such Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or fax (or, if agreed by the Administrative Agent, by other electronic transmission) to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) an Advance whether such Borrowing is to be a Eurodollar Borrowing or a Base Rate Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the Term E Committed Sum account to which funds are to be disbursed; (iv) the amount of up such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, Loans comprising any Borrowing shall be in an aggregate principal amount that is (1) (A) in the case of Base Rate Loans, $6,000,000.00 1,000,000 or a whole multiple of $250,000 in excess thereof or (B) in the case of Eurodollar Loans, $2,500,000 or a whole multiple of $250,000 in excess thereof or (2) equal to pay the remaining available balance of the applicable Revolving Commitments. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of three months’ duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 4.01 (and the contents thereof), and of each Lender’s portion of the acquisition price requested Borrowing. Each applicable Lender will make the amount of its pro rata share of each Borrowing available to the Administrative Agent for the Assets being purchased pursuant account of the Borrower at the Funding Office prior to 1:00 p.m., Chicago time, on the Borrowing Date requested by the Borrower in funds immediately available to the EDP Asset Purchase Agreement, (ii) an Advance Administrative Agent. Such Borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Term E Committed Sum of up to $1,350,000.00 to pay a portion Borrower specified in the applicable Borrowing Request (the “Loan Account”) with the aggregate of the acquisition price for the Stock being acquired pursuant amounts made available to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred Administrative Agent by the Borrowers applicable Lenders and in connection with like funds as received by the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Administrative Agent; provided that any Base Rate Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, finance (i) a Reimbursement Obligation as provided in Section 3.08 shall be remitted by the aggregate amount of Administrative Agent to the Borrowing, Issuing Bank and (ii) the requested Borrowing Date reimbursement of the Borrowing. The Bank is entitled to rely and act upon requests made a Protective Advance or purportedly made by a Responsible Officer of the Borrowers. The Borrowers an Overadvance shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon retained by the Bank once the Bank has made an Advance and has deposited, transferred Administrative Agent (or paid such funds as requested to any applicable Lender in any such Notice of Term Loan Advance, accordance with Section 3.01(b)(ii) and (ii) the Borrowers' liability and responsibility thereforSection 3.01(c)(ii)).
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) above.
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Roundy's, Inc.)
Borrowing Procedure. It is contemplated that In order to request a Borrowing, the Borrowers will requestBorrower shall notify the Administrative Agent of such request by irrevocable written notice (in accordance with the immediately succeeding sentence) (a) in the case of a Eurodollar Borrowing, ------------------- not later than 3:00 p.m. three Business Days before a proposed Borrowing (or, in the case of any Eurodollar Borrowing to be made on the Closing Date, not later than 3:00 p.m. on the Business Day immediately preceding the Closing Date) and (b) in the case of an ABR Borrowing, not later than 3:00 p.m. one Business Day before a proposed Borrowing. Each such notice shall be in the form of a Borrowing Request and shall be delivered to the Administrative Agent by hand delivery or fax, and shall specify the following information: (i) whether such Borrowing is to be a Eurodollar Borrowing or an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) the aggregate amount of the ABR Borrowing, and ; (ii) the requested date of such Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers (which shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or Business Day); (iii) the transfer number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period or Interest Periods with respect thereto; provided, however, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (i) and/or (ii) aboveand the contents thereof), and of each Lender’s portion of the requested Borrowing.
Appears in 1 contract
Borrowing Procedure. It is contemplated that (a) With the Borrowers will requestexception of the Loans made on the Effective Date, ------------------- the Loans under Sections 2.01 and 2.02 shall be made upon at least three (3) full Business Days' prior notice from the Company to the Agent and each Bank (a "Notice of Borrowing"). Each such Notice of Borrowing shall specify (i) an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase AgreementBorrowing Date, (ii) an Advance the total amount of the Term E Committed Sum proposed Loans (which shall be for not less than $250,000 and in an integral multiple of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement250,000), and (iii) an Advance of whether such Loans are to be Prime Rate Loans or LIBOR Loans, and if such Loans are to be LIBOR Loans, the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in Rate Period applicable thereto.
(b) In connection with the purchase of the Assets of EDPeach Revolving Credit Borrowing, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans Company shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) deliver, prior to the aggregate Borrowing Date set forth in the Notice of Borrowing related to such Revolving Credit Borrowing, to the Agent, with a copy to each Bank, a Borrowing Base Certificate showing a Borrowing Base that is greater than or equal to the amount of the Revolving Credit Borrowing referred to in such Notice of Borrowing plus the principal amount of Revolving Credit Loans outstanding on such date.
(c) The failure of any Bank to make the Loan(s) to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan(s) on the date of such Borrowing, and but no Bank shall be responsible for the failure of any other Bank to make the Loan(s) to be made by such other Bank on the date of any Borrowing.
(iid) Not later than 11:00 a.m. (Dallas time) on the requested Borrowing Date for each Borrowing, each Bank shall make its Ratable Share of such Borrowing available at the Office of the BorrowingAgent in immediately available funds. The On each Borrowing Date, provided each Bank is entitled to rely and act upon requests shall have made or purportedly made by a Responsible Officer its Ratable Share of the Borrowers. The Borrowers applicable Borrowing available to the Agent as required by the immediately preceding sentence, the Agent shall be unconditionally and absolutely estopped pay the proceeds of such Borrowing in immediately available funds to or upon the order of the Company no later than 2:00 p.m. (Dallas time).
(e) Unless the Agent shall have received notice from denying, (i) a Bank prior to the authenticity and validity date of any Borrowing that such transaction so acted upon by Bank will not make available to the Bank once Agent such Bank's Ratable Share of such Borrowing, the Agent may assume that such Bank has made an Advance and has deposited, transferred or paid such funds as requested Ratable Share available to the Agent on the date of such Borrowing in any such Notice of Term Loan Advanceaccordance with Subsection 2.03(d), and the Agent may, in reliance upon such assumption, make available to the Company on such date a corresponding amount. If and to the extent such Bank shall not have so made such Ratable Share available to the Agent, such Bank, upon demand, and the Company, within three (ii3) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and Business Days after demand, severally agree to assume liability repay to the Agent such corresponding amount together with interest thereon, for and each day from the date such amount is made available to protectthe Company until the date such amount is repaid to the Agent, indemnify and save at the federal funds rate. If such Bank harmless from any and all liabilitiesshall repay to the Agent such corresponding amount, obligations, damages, penalties, claims, causes such amount so repaid shall constitute such Bank's Loan as part of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions such Borrowing for purposes of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) aboveAgreement.
Appears in 1 contract
Borrowing Procedure. It is contemplated that In order to request a Borrowing, the Borrowers will requestBorrower shall notify the Administrative Agent of such request by irrevocable written notice (in accordance with the immediately succeeding sentence) (a) in the case of a Eurodollar Borrowing, ------------------- not later than 11:00 a.m. three Business Days before a proposed Borrowing (or, in the case of any Eurodollar Borrowing to be made on the Closing Date, not later than 12:00 p.m. on the Business Day immediately preceding the Closing Date) and (b) in the case of an ABR Borrowing, not later than 11:00 a.m. one Business Day before a proposed Borrowing. Each such notice shall be in the form of a Borrowing Request and shall be delivered to the Administrative Agent by hand delivery or fax, and shall specify the following information: (i) whether such Borrowing is to be a Eurodollar Borrowing or an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) the aggregate amount of the ABR Borrowing, and ; (ii) the requested date of such Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers (which shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or Business Day); (iii) the transfer number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period or Interest Periods with respect thereto; provided, however, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (i) and/or (ii) aboveand the contents thereof), and of each Lender’s portion of the requested Borrowing.
Appears in 1 contract
Borrowing Procedure. It is contemplated that (a) In order to request a Borrowing, the Borrowers will request, ------------------- Company shall give written or telex notice (or telephone notice promptly confirmed in writing or by telex) to the Administrative Agent in the form of Exhibit A (i) an Advance of in the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making case of a Term Loan AdvanceEurodollar Borrowing, the Borrowers must perfect in the Bank not later than 10:30 A.M., Charlotte, North Carolina time, three Business Days before a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) the aggregate amount of the Borrowingproposed borrowing, and (ii) in the requested Borrowing Date case of the an ABR Borrowing, not later than 10:30 A.M., Charlotte, North Carolina time, one Business Day before a proposed borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers Such notice shall be unconditionally irrevocable and absolutely estopped from denying, shall in each case refer to this Agreement and specify (i) whether the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made Borrowing then being requested is to be a Eurodollar Borrowing or an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and ABR Borrowing; (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice date of Term Loan Advance such Borrowing (which shall be irrevocable a Business Day), and binding on the Borrowers. The Borrowers covenant amount thereof; and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) if such Borrowing is to be a Eurodollar Borrowing, the transfer Interest Period with respect thereto. If no election as to the Type of funds Borrowing is specified in any such notice, then the requested Borrowing shall be a Eurodollar Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Company shall be deemed to have selected an Interest Period of one month's duration. If the Company shall not have given notice in accordance with this Section 2.02 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Company shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with a Eurodollar Borrowing with an Interest Period of one month. The Administrative Agent shall promptly advise the Banks of any notice given pursuant to this Section 2.02 and of each Bank's portion of the requested Borrowing.
(ib) and/or (ii) above.Advances....
Appears in 1 contract
Sources: Credit Agreement (Tredegar Corp)
Borrowing Procedure. It is contemplated that the Borrowers will request, ------------------- (i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing of SOFR Loans or Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case an Advance integral multiple of $1,000,000 in excess thereof (or, in the Term E Committed Sum case of up to $6,000,000.00 to pay a portion of Borrowing denominated in an Alternate Currency, the acquisition price for the Assets being purchased pursuant Alternate Currency Equivalent thereof, rounded to the EDP Asset Purchase Agreementnearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on (x) the third Business Day prior to the date of such Borrowing in the case of a Borrowing consisting of SOFR Loans, (y) the fourth Business Day prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans denominated in an Alternate Currency or (z) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof.
(ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making Each such notice of a Term Loan Advance, the Borrowers must perfect in the Bank Borrowing (a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a “Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (iBorrowing”) the aggregate amount of the Borrowing, and (ii) the requested Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the BorrowersBorrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such Borrowing, (3) Class of Loans comprising such Borrowing, (4) the applicable Borrowing Category (or as applicable Borrowing Categories), (5) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (6) in the case of a Borrowing of SOFR Loans or Eurocurrency Loans, initial Interest Period for such Loans.
(iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such ▇▇▇▇▇▇’s ratable portion of such Borrowing.
(iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree.
(v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. The Borrowers covenant and agree If the requesting Borrower fails to assume liability for and provide a timely notice of Conversion or Continuation with respect to protecta Borrowing of SOFR Loans or Eurocurrency Loans, indemnify and save then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the Bank harmless from requesting Borrower requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified SOFR Loans in Dollars.
(vi) After giving effect to all Borrowings, all Conversions and all liabilitiesContinuations, obligationsthere shall not be more than 15 Interest Periods in effect. Notwithstanding the foregoing no Borrower shall be entitled to request, damagesor to elect to convert or continue, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against any Borrowing if the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, Interest Period request (i) any action of the Bank pursuant with respect to a Notice Borrowing of Term Loan Advance, 2024 Tranche Revolving Loans would end after the 2024 Termination Date and (ii) with respect to a Borrowing of 2027 Tranche Revolving Loans would end after the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) above2027 Termination Date.
Appears in 1 contract
Borrowing Procedure. It is contemplated that the Borrowers will request, ------------------- (i) an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay To request a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDPSwingline Loan, the stock applicable Borrower shall notify the Administrative Agent of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon such request by telephone (confirmed by telecopy or email), not later than 1:00 p.m., Local Time, on the making day of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) the aggregate amount of the Borrowing, and (ii) the requested Borrowing Date of the Borrowingproposed Swingline Loan. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any Each such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance notice shall be irrevocable and binding shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan; provided that any notice requesting a Swingline Loan in Canadian Dollars or Euro shall be accompanied by a borrowing notice for a Borrowing three (3) Business Days hence for a like amount of Multicurrency Revolving Loans denominated in the currency of the proposed Swingline Loan pursuant to Section 2.03 (it being understood such notice for such Multicurrency Revolving Loans may be delivered not later than CREDIT AGREEMENT, Page 62 1:00 p.m. Local Time instead of 11:00 a.m. Local Time), which notice shall only be revocable if such Swingline Loan denominated in Canadian Dollars or Euro is not made; the proceeds of any such Multicurrency Revolving Loans made shall be applied by the Borrowers first, to repay the principal of such Swingline Loan and any interest owing thereunder to the Swingline Lender, with any amounts in excess thereof to be retained by the applicable Borrower. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from such Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of the applicable Borrower with the Swingline Lender or by wire transfer, automated clearinghouse debit or interbank transfer to such other account, accounts or Persons designated by the applicable Borrower in the applicable request (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., Local Time, on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes requested date of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) abovesuch Swingline Loan.
Appears in 1 contract
Borrowing Procedure. It is contemplated that In order to request a Borrowing, the Borrowers will requestBorrower shall notify the Administrative Agent of such request by irrevocable written notice (in accordance with the immediately succeeding sentence) (a) in the case of a Eurodollar Borrowing, ------------------- not later than 12:30 p.m. three Business Days before a proposed Borrowing (or, in the case of any Eurodollar Borrowing to be made on the Closing Date, not later than 12:30 p.m. on the Business Day immediately preceding Closing Date) and (b) in the case of an ABR Borrowing, not later than 12:30 p.m. one Business Day before a proposed Borrowing. Each such notice shall be in the form of a Borrowing Request and shall be delivered to the Administrative Agent by hand delivery or fax, and shall specify the following information: (i) whether such Borrowing is to be a Eurodollar Borrowing or an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) the aggregate amount of the ABR Borrowing, and ; (ii) the requested date of such Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers (which shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or Business Day); (iii) the transfer number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period or Interest Periods with respect thereto; provided, however, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (i) and/or (ii) aboveand the contents thereof), and of each Lender’s portion of the requested Borrowing.
Appears in 1 contract
Sources: Term Loan Agreement (CDW Corp)
Borrowing Procedure. It is contemplated that In the Borrowers case of other than Swing Line Loans, by delivering a Borrowing Request to the Administrative Agent (or to the Other Currency Lender, in the case of Other Currency Loans, who will then forward the Borrowing Request to the Administrative Agent) on or before 11:00 a.m. (which shall be London time, in the case of Other Currency Loans) on a Business Day, any Borrower may from time to time irrevocably request, ------------------- (ia) an Advance on the same Business Day's notice in the case of Base Rate Loans, (b) on at least three Business Days' notice in the case of LIBO Rate Loans denominated in Dollars and (c) on at least four Business Days notice in the case of LIBO Rate Loans denominated in any Other Currency, and in either case not more than five Business Days' notice, that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of the Term E Committed Sum Dollar Equivalent of up to $6,000,000.00 to pay a portion 10,000,000 and an integral multiple of the acquisition price for Dollar Equivalent of $1,000,000, in the Assets being purchased pursuant to the EDP Asset Purchase Agreementcase of Base Rate Loans, (ii) an Advance in a minimum amount of the Term E Committed Sum Dollar Equivalent of up to $1,350,000.00 to pay a portion 5,000,000 and an integral multiple of the acquisition price for Dollar Equivalent of $500,000 or, in either case, in the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance unused amount of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as applicable Commitment; provided, however, that all of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances initial Loans on the Term Loans U.K. Closing Date shall be made pursuant as Base Rate Loans. On the terms and subject to a Notice the conditions of Term Loan Advance signed by a Responsible Officer of LRAthis Agreement, which is authorized by all other Borrowers to do so, specifying, (i) the aggregate amount each Borrowing shall be comprised of the Borrowingtype of the Loans, and shall be made on the Business Day, specified in such Borrowing Request. In the case of (iix) other than Swing Line Loans denominated in Dollars, on or before 2:00 p.m. on such Business Day and (y) other than Swing Line Loans denominated in an Other Currency, by such time as the Administrative Agent may determine to be necessary for such funds to be credited on such date in accordance with normal banking practices in the place of payment, each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing Date of the Borrowing. The Bank is entitled Such deposit will be made to rely and act upon requests made or purportedly made an account which the Administrative Agent shall specify from time to time by a Responsible Officer of notice to the BorrowersLenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower requesting such funds by wire transfer to the accounts such Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. The Borrowers Dollar Equivalent of any Loan denominated in any Other Currency shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested determined in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility thereforaccordance with Section 2.9.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) above.
Appears in 1 contract
Borrowing Procedure. It is contemplated that the Borrowers will request, ------------------- (ia) an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant The Company shall give to the EDP Asset Purchase AgreementAdministrative Agent prior notice (by telex or telecopier, or by telephone (iiconfirmed in writing promptly thereafter)) an Advance of the Term E Committed Sum of up its intention to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant borrow under this Section 2, by delivery to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making Administrative Agent of a Term Loan Advance, the Borrowers must perfect borrowing request substantially in the Bank form of Exhibit K hereto (each, a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, "Borrowing Request") specifying, : (i) the aggregate amount proposed date of the Borrowingsuch borrowing (each, and (ii) the requested a "Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers Date"), which date shall be unconditionally and absolutely estopped from denying, (i) a Business Day in the authenticity and validity case of any such transaction so acted upon by Reference Loans or a Eurodollar Business Day in the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice case of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan AdvanceLIBOR Loans, (ii) the breach aggregate principal amount of any provisions the Committed Loans to be made on such date, which shall, in the case of this Fourth Restated Agreement by LIBOR Loans, be in the Borrowersminimum aggregate amount of $5,000,000 and multiples of $1,000,000 in excess thereof and, or in the case of Reference Loans, be in the minimum aggregate amount of $1,000,000 and multiples thereof, (iii) whether such Committed Loans are to be funded as LIBOR Loans or Reference Loans, and (iv) in the transfer case of funds pursuant to LIBOR Loans, the initial Interest Period therefor.
(b) A Borrowing Request shall be given by (i) and/or 12:00 noon (Minneapolis time) not less than three Eurodollar Business Days prior to the proposed Borrowing Date if such Loan is to be a LIBOR Loan and (ii) above10:30 a.m. (Minneapolis time) on the proposed Borrowing Date if such Loan is to be a Reference Loan; provided, however, that with respect to a LIBOR Loan borrowing on the Effective Date, the Borrowing Request shall be given by 12:00 noon (Minneapolis time) not less than two Eurodollar Business Days prior to the Effective Date. Subject to Sections 2.9 and 2.10, upon receipt by the Administrative Agent, a Borrowing Request shall be irrevocable.
(c) On the date of receipt of such Borrowing Request by the Administrative Agent, the Administrative Agent shall give prompt notice by telephone or telecopy to each Bank of the contents thereof. Each Bank shall make immediately available funds equal to the amount of its Committed Loan available to the Administrative Agent for the account of the Company at First Bank National Association, Minneapolis, Minnesota, or at such other office designated by the Administrative Agent from time to time, not later than 12:00 noon (Minneapolis time), on each Borrowing Date. Unless the Administrative Agent is aware that the conditions precedent to the making of such Committed Loans set forth in Sections 9 and 10 have not been satisfied (in which event the Administrative Agent shall promptly notify the Company and all the Banks), the Administrative Agent shall make available to the Company not later than 12:30 p.m. (Minneapolis time) on such Borrowing Date, the amount of funds so received in the type of funds received by it (or, at the option of the Administrative Agent, in immediately available funds). On or before the close of business (Minneapolis time) on the Business Day that the Administrative Agent determines the LIBO Rate for any Committed Loans in accordance with the respective definitions thereof, the Administrative Agent shall use best efforts to notify each Bank of such LIBO Rate.
Appears in 1 contract
Borrowing Procedure. It is contemplated that (a) To request a Borrowing (subject to Section 2.17(e) with respect to European Swingline Loans), the Borrowers will requestAdministrative Borrower, ------------------- on behalf of the applicable Borrower, shall deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) an Advance in the case of a Eurocurrency Borrowing (other than a Eurocurrency Borrowing made in GBP), not later than 12:00 noon, New York time, three (3) Business Days before the date of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreementproposed Borrowing, (ii) an Advance in the case of a EURIBOR Borrowing, or a Eurocurrency Borrowing made in GBP, not later than 11:00 a.m., London time, three (3) Business Days before the date of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) the aggregate amount of the proposed Borrowing, and (ii) the requested Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) in the transfer case of funds pursuant a Base Rate Borrowing, not later than 12:00 noon, New York time, on the date of the proposed Borrowing. All Borrowing Requests which are not made on-line via the Administrative Agent’s electronic platform or portal shall be subject to (iand unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) and/or the Administrative Agent’s authentication process (iiwith results satisfactory to the Administrative Agent) above.prior to the funding of any such requested Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (iii) whether such Borrowing shall constitute a Borrowing of U.S. Revolving Loans, U.K. Revolving Loans, Belgian Revolving Loans, German Revolving Loans or Swiss Revolving Loans; (iv) in the case of Dollar Denominated Loans made to U.S. Borrowers or to Parentthe Canadian Borrower, whether such Borrowing is to be a Base Rate Borrowing or a Eurocurrency Borrowing;
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Borrowing Procedure. It is contemplated that (a) To request a Borrowing, the Borrowers will requestDesignated Company shall deliver, ------------------- by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent not later than 10:00 a.m., London time, three (i3) an Advance Business Days before the date of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreementproposed Borrowing. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans Each Borrowing Request shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, irrevocable and shall specify the following information in compliance with Section 2.02:
(i) the names of the Co-Borrower(s) requesting such Borrowing(s) and the aggregate amount of the Borrowingsuch Borrowing(s);, and together with a schedule attached to such Borrowing Request, which schedule shall 1060441.101066947.03-CHISR01A - MSW
(ii) the requested Borrowing Date date of such Borrowing(s), which shall be a Business Day (and in the case of the Borrowing. The Bank is entitled Aleris Incremental Term Loans, occurring(x) such Business Day shall occur on or prior to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan AdvanceAleris Incremental Commitment Termination Date, and (iiy) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance such date shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree date that the Aleris Incremental Term Loans are to assume liability for and to protect, indemnify and save be funded into the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank Escrow Account pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or Section 2.21);
(iii) the transfer initial Interest Period to be applicable to each such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period” (and, in the case of the initial Interest Period applicable to Aleris Incremental Term Loans funded into the Escrow Account, shall be an Interest Period of one month);
(iv) the location and number of such Co-Borrowers’ account(s) to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); provided that, in the case of a Borrowing of Aleris Incremental Term Loans, such account shall be the Escrow Account; and
(v) in the case of the initial Credit Extension hereunder, under the Aleris Incremental Term Loan Commitments or under any Incremental Term Loan Commitments, that the conditions set forth in Section 4.03(b) - (d) have been satisfied as of the date of the notice, and in the case of Aleris Incremental Term Loans, that the conditions referred to in Section 4.04 shall be satisfied as ofAleris Acquisition Closing Date and the Aleris Incremental Funding Date is expected to occur within three Business Days after the date designated pursuant to (i) and/or clause (ii) above, and that the conditions referred to in Section 6 of the Aleris Increase Joinder Amendment shall be satisfied on the Aleris Incremental Funding Date. Subject to the second proviso in the definition of “Interest Period,” and except as provided in Section 2.21, if no Interest Period is specified with respect to any requested Eurodollar Rate Borrowing, then the Co-Borrowers shall be deemed to have selected an 1060441.101066947.03-CHISR01A - MSW Interest Period of three month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Borrowing Procedure. It is contemplated that In order to request a Term Loan Borrowing (c) In addition to the Borrowers will requestaccounts and records referred to in Section 2.04(a) and (b), ------------------- each or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts request by telephone not later than 12:00 p.m., New York time, (a) one Business Day before a or records and, in the case of the Administrative Agent, entries in the Register, evidencing the proposed Borrowing of Eurodollar Loans on the Initial Funding Date or the Delayed Draw Funding purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. Date and (b) three Business Days before a proposed Borrowing of Eurodollar Loans on any other In the event of any conflict between the accounts and records maintained by the Administrative date (or, in each case, such shorter period as may be agreed by the Administrative Agent) and no Agent and the accounts and records of any Lender in respect of such matters, the Register shall later than 12:00 p.m., New York time, on the Business Day before the date of a proposed control in the absence of manifest error. Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the (d) The entries made in the Register maintained pursuant to Section 2.04(b) and (c) Administrative Agent of a written Borrowing Request and shall specify the following information: shall be prima facie evidence of the existence and amounts of the obligations therein recorded; (i) an Advance whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving provided, however, that the Term E Committed Sum failure of up any Lender or the Administrative Agent to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreementmaintain such Credit Loans, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Incremental Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) the aggregate amount of the Borrowing, and or Incremental Revolving Credit Loans; (ii) the requested Borrowing Date date of accounts or any error therein shall not in any manner affect the obligations of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers applicable such Borrowing (which shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or Business Day); (iii) the transfer number and location of the account to Borrower to repay the Loans in accordance with their terms. which funds are to be disbursed; (iv) the amount of such Borrowing (stated in the Available Currency); and (v) whether the Loans being made pursuant to such Borrowings are to be initially (ie) and/or Any Lender may request that Loans made by it hereunder be evidenced by a maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with promissory note. In such event, the Borrowers shall execute and deliver to such Lender a respect thereto (iiprovided that, the Borrower shall not be permitted to request a Eurodollar promissory note payable to such Lender and its registered assigns and in the form attached hereto Borrowing with an Interest Period in excess of one month until the earlier of (x) above.the date the as Exhibit G. Notwithstanding any other provision of this Agreement, in the event any Lender Administrative Agent shall have notified the Borrower that the primary syndication of the Loans shall request and receive such a promissory note, the interests represented by such note shall at all has been completed (which notice shall be given as promptly as practicable) and (y) the date that times thereafter (including after any assignment of all or part of such interests pursuant to Section is 30 days after the Closing Date); provided, however, that the initial Interest Period of any 9.04) be represented by one or more promissory notes payable to the payee named therein or its Eurodollar Borrowing made on the Initial Funding Date or the Delayed Draw Funding Date shall registered assigns. end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; provided, however, that, notwithstanding any contrary specification in SECTION
Appears in 1 contract
Sources: Credit Agreement (Sothebys)
Borrowing Procedure. It is contemplated that (a) Each advance under this Agreement shall be in an aggregate principal amount of at least $10,000.00. Any advance may be made directly to an account maintained by the Borrowers will requestBorrower with the Bank or, ------------------- (i) an Advance if the Borrower so requests and the Bank agrees, to any person on behalf of the Term E Committed Sum of up to $6,000,000.00 to pay Borrower, including a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due Title Insurer or its agent acting as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers escrow agent in connection with the purchase of a Lot. If requested by the Assets of EDPBank, the stock Borrower shall maintain a special checking account with the Bank into which all advances hereunder shall be deposited and against which only checks for Costs of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon Construction shall be drawn.
(b) In order for the making of a Term Loan AdvanceBorrower to obtain an advance hereunder, the Borrowers must perfect in Borrower shall deliver to the Bank at least one (1) Business Day before the requested date of such advance, a valid first priority lien on all Collateral, including Loan Application in which the Assets being acquired and Borrower shall specify or certify the Assets of the entities whose stock is being acquired.following:
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) the aggregate amount of such advance requested;
(ii) the Borrowingdate of such requested advance, which shall be a Business Day;
(iii) the Maximum Outstanding Amount, the Aggregate Deed of Trust Amount, the outstanding balance of the Revolving Line of Credit and the available amount per the most recent Borrowing Base Report, all as of the date on which such notice is given;
(iv) that no Default or Event of Default is then existing;
(v) that the advance by the Bank of the requested advance will not result in or give rise to a Default or an Event of Default; and
(vi) that the representations and warranties of the Borrower contained in this Agreement are true and correct as of the date on which such notice is given.
(c) Simultaneously with the funding by the Bank of the initial advance with respect to any Lot or Improvements, the Borrower shall cause a Title Insurer to (i) record in the Official Public Records of Real Property of the appropriate county, a Deed of Trust with respect to such Lot and the Improvements to be constructed thereon and (ii) issue the requested Borrowing Date Title Insurance.
(i) Simultaneously with the funding by the Bank of the Borrowing. The initial advance with respect to any Inventoried Lot, the Borrower shall pay to the Bank is a fee in the amount of one-fourth percent ( 1/4%) of the Deed of Trust Amount of such Inventoried Lot.
(ii) Simultaneously with the funding by the Bank of the initial advance with respect to any Lot or Improvements (including any lot which was previously an Inventoried Lot) , the Borrower shall pay to the Bank a fee in the amount of one-fourth percent ( 1/4%) of the Deed of Trust Amount of such Lot or Improvements.
(e) Notwithstanding any provision to the contrary contained in this Agreement or in any other Security Instrument, in no event shall the Borrower be entitled to rely an advance hereunder, and act upon requests made or purportedly made by a Responsible Officer the Bank shall have no obligation to advance any amount hereunder, unless at the time of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, such advance
(i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested Borrower is in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and full compliance with all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice provisions of Term Loan Advancethis Section 5.2, (ii) the breach no Default or Event of any provisions of this Fourth Restated Agreement by the Borrowers, or Default is then existing and (iii) such advance will not result in the transfer outstanding balance of funds pursuant to (i) and/or (ii) abovethe Revolving Line of Credit being in excess of the Maximum Outstanding Amount. Once the Bank has received notice of a requested advance, such notice shall not thereafter be revocable.
Appears in 1 contract
Sources: Loan Agreement (Newmark Homes Corp)
Borrowing Procedure. It is contemplated that (a) To request a Borrowing, Intermediate Holdings or the Borrowers will requestBorrower shall deliver, ------------------- by hand delivery, facsimile or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 10.01(b) and the second paragraph of Section 10.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) an Advance in the case of a SOFR Borrowing, not later than 1:00 p.m., New York time, three (3) U.S. Government Securities Business Days (or, with respect to the first Borrowing to occur on or after the Closing Date, not later than 1:00 p.m., New York time, one (1) U.S. Government Securities Business Day before the date of the Term E Committed Sum of up to $6,000,000.00 to pay a portion proposed Borrowing or such shorter time as the Administrative Agent may agree) before the date of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, proposed Borrowing or (ii) an Advance in the case of a Base Rate Borrowing, not later than 11:00 a.m., New York time, on the date of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreementproposed Borrowing. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans Each Borrowing Request shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, irrevocable and shall specify the following information in compliance with Section 2.02:
(i) the aggregate amount of the such Borrowing, and ;
(ii) the requested whether such Borrowing Date of the is to be a Base Rate Borrowing or a SOFR Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.;
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer date of such Borrowing, which shall be a Business Day;
(iv) in the case of a SOFR Borrowing, the initial Interest Period to be applicable to each such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; 1304976.12A-NYCSR02A - MSW
(v) the location and number of the account(s) to which funds pursuant are to be disbursed, which shall comply with the requirements of Section 2.02(c); and
(ivi) and/or in the case of the initial Credit Extension hereunder or under any Incremental Term Loan Commitments, that the conditions set forth in Section 4.02(b) - (iid) abovehave been satisfied as of the date of the notice.
(b) If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be a SOFR Borrowing with an Interest Period of one month’s duration. If no Interest Period is specified with respect to any requested SOFR Borrowing, then Intermediate Holdings and the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Borrowing Procedure. It To request Loans (other than Swingline Loans), Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of Eurocurrency Loans in dollars, not later than 11:00 a.m., three Business Days before the date of the proposed Borrowing (provided, that, if Borrower wishes to request an Interest Period for such Eurocurrency Loans having a duration other than one, two, three or six months as provided in the definition of “Interest Period,” the applicable Borrowing Request must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing), (b) in the case of Eurocurrency Loans in an Alternate Currency (other than any Special Notice Currency), not later than 11:00 a.m., four Business Days before the date of the proposed Borrowing (provided, that, if Borrower wishes to request an Interest Period for such Eurocurrency Loans having a duration other than one, two, three or six months as provided in the definition of “Interest Period,” the applicable Borrowing Request must be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the requested date of such Borrowing), (c) in the case of Eurocurrency Loans in an Alternate Currency that is contemplated that a Special Notice Currency, not later than 11:00 a.m., five Business Days before the Borrowers will requestdate of the proposed Borrowing (provided, ------------------- that, if Borrower wishes to request an Interest Period for such Eurocurrency Loans having a duration other than one, two, three or six months as provided in the definition of “Interest Period,” the applicable Borrowing Request must be received by the Administrative Agent not later than 11:00 a.m. six Business Days prior to the requested date of such Borrowing), or (d) in the case of ABR Loans, not later than 10:00 a.m. (i) an Advance on the date of the Term E Committed Sum of up proposed Borrowing if the proposed Borrowing is in an aggregate amount equal to or less than $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, 20.0 million and (ii) an Advance one Business Day before the date of the Term E Committed Sum proposed Borrowing if the proposed Borrowing is in an aggregate amount in excess of up $20.0 million. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (A) whether the requested Borrowing is to $1,350,000.00 to pay be a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase AgreementRevolving Borrowing, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan AdvanceBorrowing, the Borrowers must perfect in the Bank an Incremental Term Borrowing or a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Replacement Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, Borrowing; (iB) the aggregate amount of such Borrowing; (C) the date of such Borrowing, which shall be a Business Day; (D) whether such Borrowing is to be a ABR Borrowing or Eurocurrency Borrowing; (E) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” (it being understood and agreed that the Administrative Agent shall give prompt notice to the appropriate Lenders of any request for an Interest Period having a duration other than one, two, three or six months as provided in the definition of “Interest Period,” and, not later than 11:00 a.m., (x) three Business Days before the requested date of such Borrowing denominated in dollars, or (y) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing denominated in an Alternate Currency, the Administrative Agent shall notify Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders); (F) the location and number of Borrower’s account to which funds are to be disbursed; (G) that the conditions set forth in Sections 4.02(b), (d) and (f) have been satisfied as of the date of the notice; and (H) in the case of Eurocurrency Borrowings in an Alternate Currency, the Alternate Currency for such Borrowing. If no election as to the Type of Loans is specified for Borrowings in dollars, then the requested Borrowing shall be for ABR Loans. If no election as to the currency of Loans is specified, then the requested Borrowing shall be in dollars. If no Interest Period is specified in the applicable Borrowing Request with respect to any requested Eurocurrency Borrowing, then Borrower shall be deemed to have selected an Interest Period of (x) three months, in the case of a Eurocurrency Term Borrowing, a Eurocurrency Incremental Term Borrowing, or a Eurocurrency Replacement Term Borrowing, and (iiy) one month, in the case of a Eurocurrency Revolving Borrowing. During the existence of a Default, no new Loans may be requested as Eurocurrency Loans without the consent of the Required Lenders. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) above.
Appears in 1 contract
Borrowing Procedure. It is contemplated that (a) To request a Borrowing (subject to Section 2.17(e) with respect to European Swingline Loans), the Borrowers will requestAdministrative Borrower, ------------------- on behalf of the applicable Borrower, shall deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) an Advance (A) prior to the USD LIBOR Transition Date, in the case of a Eurocurrency Borrowing, not later than 12:00 noon, New York time, three (3) Business Days before the date of the proposed Borrowing, or (B) thereafter, in the case of a Borrowing of Term E Committed Sum of up to $6,000,000.00 to pay a portion SOFR Rate Loans, not later than 12:00 noon, New York time, three (3) RFR Business Days before the date of the acquisition price for proposed Borrowing, (iiiii) in the Assets being purchased pursuant case of a EURIBOR Borrowing, not later 11:00 a.m. London time, three (3) Business Days before the date of the proposed Borrowing, (iviii) in the case of a Borrowing of RFR Loans (other than Term SOFR Rate Loans), not later than 11:00 a.m. London time, five (5) RFR Business Days before the date of the proposed Borrowing or (iv) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York time, on the date of the proposed Borrowing. All Borrowing Requests which are not made on-line via the Administrative Agent’s electronic platform or portal shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) the Administrative Agent’s authentication process (with results satisfactory to the EDP Asset Purchase Agreement, (iiAdministrative Agent) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant prior to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance funding of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreementany such requested Borrowing. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans Each Borrowing Request shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, irrevocable and shall specify the following information in compliance with Section 2.02:
(i) the aggregate amount of the such Borrowing, and ;
(ii) the requested Borrowing Date date of the such Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers , which shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.a Business Day;
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) whether such Borrowing shall constitute a Borrowing of U.S. Revolving Loans, U.K. Revolving Loans, German Revolving Loans or Swiss Revolving Loans;
(iv) in the transfer case of funds Dollar Denominated Loans, whether such Borrowing is to be (x) a Base Rate Borrowing or (y) (I) prior to the USD LIBOR Transition Date, a Eurocurrency Borrowing or (II) thereafter, a SOFR Ratea Term SOFR Borrowing; provided, that Base Rate Borrowings may only be made to U.S. Borrowers or to the Canadian Borrower;
(v) (x) in the case of U.S. Revolving Loans, whether such Borrowing is to be made to the U.S. Borrowers or the Canadian Borrower, and the names of the applicable Borrowers and (y) in the case of a German Revolving Loan or a Swiss Revolving Loan, the names of the applicable Borrowers;
(vi) in the case of a Eurocurrency Borrowing, EURIBOR Borrowing or a Term RFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated, as applicable, by the definition of the term 1209502.04-CHISR02A - MSW “Eurocurrency Interest Period,” “EURIBOR Interest Period” or “Term RFR Interest Period” (and shall not have been removed pursuant to Section 2.11(d));
(ivii) and/or the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c);
(iiviii) abovethat the conditions set forth in Section 4.02(b) through (d) have been satisfied as of the date of the notice; and
(ix) in the case of a Borrowing in an Alternate Currency, the Approved Currency for such Borrowing. If no election as to the Type of Borrowing is specified with respect to a Borrowing of Dollar Denominated Loans made to U.S. Borrowers or to the Canadian Borrower, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, EURIBOR Borrowing or a Term RFR Borrowing, then the Administrative Borrower on behalf of the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Borrowing Procedure. It is contemplated that (a) Each borrowing by the Borrowers will request, ------------------- Borrower hereunder shall be (i) in the case of any Eurodollar Loan, in an Advance aggregate amount of the Term E Committed Sum not less than $3,000,000 or an integral multiple of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, 500,000 in excess thereof; or (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateralcase of any Base Rate Loan, including the Assets being acquired and the Assets in an aggregate amount of the entities whose stock is being acquired.
A. Advances on the Term Loans not less than $500,000 or an integral multiple of $250,000 in excess thereof. Each Loan shall be made pursuant upon prior written notice from the Borrower to a the Agent in the form of Exhibit B hereto (the "Notice of Term Loan Advance signed by a Responsible Officer Borrowing") delivered to the Agent not later than 12:00 noon (Houston time) (i) on the third Business Day prior to the Borrowing Date, if such borrowing consists of LRAEurodollar Loans; and (ii) on the Borrowing Date, which is authorized by all other Borrowers to do so, specifying, if such borrowing consists of Base Rate Loans. Each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate amount of the Borrowing, proposed borrowing and of each Loan comprising a part thereof; (ii) the requested Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or Date; (iii) the transfer Type of funds pursuant Loan requested; (iv) with respect to any Eurodollar Loan, the Interest Period with respect to each such Loan and the Expiration Date of each such Interest Period (iprovided, that there shall not be more than ten (10) and/or Interest Periods in effect at any one time under this Agreement); and (iiv) abovethe demand deposit account of the Borrower at the Agent's Domestic Lending Office with which the proceeds of the borrowing are to be deposited. Promptly upon its receipt of a Notice of Borrowing, the Agent shall deliver by telefacsimile a copy thereof to each Bank. The Borrower may give the Agent telephonic notice by the required time of any proposed borrowing under this Section 2.2(a); provided, that such telephonic notice shall be promptly confirmed in writing by delivery to the Agent of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower or for otherwise acting in good faith under this Section 2.2(a).
(b) Unless the Agent shall have received notice from a Bank prior to the date of any borrowing that such Bank will not make available to the Agent such Bank's Pro Rata Percentage of such borrowing, the Agent may assume that such Bank has made such portion
(c) The failure of any Bank to make the Loan to be made by it as part of any borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any borrowing.
Appears in 1 contract
Borrowing Procedure. It is contemplated that (a) To request a Borrowing (subject to Section 2.17(e) with respect to European Swingline Loans), the Borrowers will requestAdministrative Borrower, ------------------- on behalf of the applicable Borrower, shall deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) an Advance in the case of a Borrowing of Term SOFR Loans, not later than 12:00 noon, New York time, three (3) RFR Business Days before the date of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreementproposed Borrowing, (ii) an Advance in the case of a EURIBOR Borrowing, not later 11:00 a.m. London time, three (3) Business Days before the date of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreementproposed Borrowing, and (iii) an Advance in the case of a Borrowing of RFR Loans (other than Term SOFR Loans), not later than 11:00 a.m. London time, five (5) RFR Business Days before the date of the Term E Committed Sum proposed Borrowing or (iv) in the case of up to $100,000.00 to pay a Base Rate Borrowing, not later than 12:00 noon, New York time, on the Facility Fees due as date of the Effective Date of this Fourth Restated Agreement proposed Borrowing. All Borrowing Requests which are not made on-line via the Administrative Agent’s electronic platform or portal shall be subject to (and transaction costs incurred by unless the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect Administrative Agent elects otherwise in the Bank a valid first priority lien on all Collateralexercise of its sole discretion, including such Borrowings shall not be made until the Assets being acquired and completion of) the Assets Administrative Agent’s authentication process 150 1254948.01A-CHISR02A1306028.06-NYCSR02A - MSW (with results satisfactory to the Administrative Agent) prior to the funding of the entities whose stock is being acquired.
A. Advances on the Term Loans any such requested Borrowing. Each Borrowing Request shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, irrevocable and shall specify the following information in compliance with Section 2.02:
(i) the aggregate amount of the such Borrowing, and ;
(ii) the requested Borrowing Date date of the such Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers , which shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.a Business Day;
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) whether such Borrowing shall constitute a Borrowing of U.S. Revolving Loans, U.K. Revolving Loans, German Revolving Loans or Swiss Revolving Loans;
(iv) in the transfer case of funds Dollar Denominated Loans, whether such Borrowing is to be (x) a Base Rate Borrowing or (y) a Term SOFR Borrowing; provided, that Base Rate Borrowings may only be made to U.S. Borrowers or to the Canadian Borrower;
(v) (x) in the case of U.S. Revolving Loans, whether such Borrowing is to be made to the U.S. Borrowers or the Canadian Borrower, and the names of the applicable Borrowers and (y) in the case of a German Revolving Loan or a Swiss Revolving Loan, the names of the applicable Borrowers;
(vi) in the case of a EURIBOR Borrowing or a Term RFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated, as applicable, by the definition of the term “EURIBOR Interest Period” or “Term RFR Interest Period” (and shall not have been removed pursuant to Section 2.11(d));
(ivii) and/or the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c);
(iiviii) above.that the conditions set forth in Section 4.02(b) through (d) have been satisfied as of the date of the notice; and
(ix) in the case of a Borrowing in an Alternate Currency, the Approved Currency for such Borrowing. If no election as to the Type of Borrowing is specified with respect to a Borrowing of Dollar Denominated Loans made to U.S. Borrowers or to the Canadian Borrower, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested EURIBOR Borrowing or Term RFR Borrowing, then the Administrative Borrower on behalf of the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing. 151
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Borrowing Procedure. It is contemplated that To request a Term Borrowing, the Borrowers will requestBorrower shall deliver, ------------------- by hand delivery or facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Request for Credit Extension to the Administrative Agent (i) an Advance in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the Term E Committed Sum of up to $6,000,000.00 to pay a portion proposed Borrowing (or, in the case of the acquisition price for initial extension of credit on the Assets being purchased pursuant to the EDP Asset Purchase AgreementClosing Date, one Business Day before) or (ii) in the case of an Advance ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price proposed Borrowing. Each Request for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of Credit Extension for a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, irrevocable and shall specify the following information in compliance with Section 2.02: (ia) the aggregate amount of such Borrowing; (b) the date of such Borrowing, which shall be a Business Day; (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of “Interest Period”; e) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c) and (iif) if and to the extent required under Section 4.01, that the conditions set forth in clauses (a) and (b) of Section 4.01 are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing Date shall be an ABR Borrowing. Promptly following receipt of a Request for Credit Extension in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the Borrowing. The Bank is entitled to rely details thereof and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall amount of such Lender’s Loan to be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action part of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) aboverequested Borrowing.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Surgery Partners, Inc.)
Borrowing Procedure. It is contemplated that the Borrowers will request, ------------------- (i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing of Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case an Advance integral multiple of $1,000,000 in excess thereof (or, in the Term E Committed Sum case of up to $6,000,000.00 to pay a portion of Borrowing denominated in an Alternate Currency, the acquisition price for the Assets being purchased pursuant Alternate Currency Equivalent thereof, rounded to the EDP Asset Purchase Agreementnearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, and the Administrative Agent shall give each Lender prompt notice thereof.
(ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making Each such notice of a Term Loan Advance, the Borrowers must perfect in the Bank Borrowing (a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a “Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (iBorrowing”) the aggregate amount of the Borrowing, and (ii) the requested Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protectshall be in substantially the form of Exhibit C, indemnify and save specifying therein the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes requested (1) date of action, costs, charges and expenses, including attorneys' fees, such Borrowing (which may shall be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection witha Business Day), (i2) any action Type of Loans comprising such Borrowing, (3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans (other than ▇▇▇▇▇ Rate Loans), initial Interest Period for such Loans.
(iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing.
(iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the Bank pursuant applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree.
(v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Term Loan AdvanceBorrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans (ii) other than ▇▇▇▇▇ Rate Loans), then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the breach of any provisions of this Fourth Restated Agreement by the Borrowersrequesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans (iiiother than ▇▇▇▇▇ Rate Loans) in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the transfer requesting Borrower requests a Borrowing of, Conversion to, or Continuation of funds pursuant Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars.
(ivi) and/or (ii) aboveAfter giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (KKR & Co. Inc.)
Borrowing Procedure. It is contemplated that the Borrowers will request, ------------------- (ia) an Advance of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant The Company shall give to the EDP Asset Purchase AgreementAdministrative Agent prior notice (by telex or telecopier, or by telephone (iiconfirmed in writing promptly thereafter)) an Advance of the Term E Committed Sum of up its intention to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant borrow under this Section 2, by delivery to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making Administrative Agent of a Term Loan Advance, the Borrowers must perfect borrowing request substantially in the Bank form of Exhibit K hereto (each, a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, "Borrowing Request") specifying, : (i) the aggregate amount proposed date of the Borrowingsuch borrowing (each, and (ii) the requested a "Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers Date"), which date shall be unconditionally and absolutely estopped from denying, (i) a Business Day in the authenticity and validity case of any such transaction so acted upon by Base Rate Loans or a Eurodollar Business Day in the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice case of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan AdvanceLIBOR Loans, (ii) the breach aggregate principal amount of any provisions the Committed Loans to be made on such date, which shall, in the case of this Fourth Restated Agreement by LIBOR Loans, be in the Borrowersminimum aggregate amount of $5,000,000 and multiples of $1,000,000 in excess thereof and, or in the case of Base Rate Loans, be in the minimum aggregate amount of $1,000,000 and multiples thereof, (iii) whether such Committed Loans are to be funded as LIBOR Loans or Base Rate Loans, and (iv) in the transfer case of funds pursuant to LIBOR Loans, the initial Interest Period therefor.
(b) A Borrowing Request shall be given by (i) and/or 12:00 noon (Minneapolis time) not less than three Eurodollar Business Days prior to the proposed Borrowing Date if such Loan is to be a LIBOR Loan and (ii) above10:30 a.m. (Minneapolis time) on the proposed Borrowing Date if such Loan is to be a Base Rate Loan; provided, however, that with respect to a LIBOR Loan borrowing on the Effective Date, the Borrowing Request shall be given by 12:00 noon (Minneapolis time) not less than two Eurodollar Business Days prior to the Effective Date. Subject to Sections 2.9 and 2.10, upon receipt by the Administrative Agent, a Borrowing Request shall be irrevocable.
(c) On the date of receipt of such Borrowing Request by the Administrative Agent, the Administrative Agent shall give prompt notice by telephone or telecopy to each Bank of the contents thereof. Each Bank shall make immediately available funds equal to the amount of its Committed Loan available to the Administrative Agent for the account of the Company at U.S. Bank National Association, or at such other office designated by the Administrative Agent from time to time, not later than 12:00 noon (Minneapolis time), on each Borrowing Date. Unless the Administrative Agent is aware that the conditions precedent to the making of such Committed Loans set forth in Sections 9 and 10 have not been satisfied (in which event the Administrative Agent shall promptly notify the Company and all the Banks), the Administrative Agent shall make available to the Company not later than 12:30 p.m. (Minneapolis time) on such Borrowing Date, the amount of funds so received in the type of funds received by it (or, at the option of the Administrative Agent, in immediately available funds). On or before the close of business (Minneapolis time) on the Business Day that the Administrative Agent determines the LIBO Rate for any Committed Loans in accordance with the respective definitions thereof, the Administrative Agent shall use best efforts to notify each Bank of such LIBO Rate.
Appears in 1 contract
Sources: Credit Agreement (Ibp Inc)
Borrowing Procedure. It is contemplated that (a) Each advance under this Agreement shall be in an aggregate principal amount of at least $10,000.00. Any advance may be made directly to an account maintained by the Borrowers will requestCompany with the Bank or, ------------------- (i) an Advance if the Company so requests and the Bank agrees, to any person on behalf of the Term E Committed Sum of up to $6,000,000.00 to pay Company, including a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due Title Insurer or its agent acting as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers escrow agent in connection with the purchase of a Lot. If requested by the Assets of EDPBank, the stock Company shall maintain a special checking account with the Bank into which all advances hereunder shall be deposited and against which only checks for Costs of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon Construction shall be drawn.
(b) In order for the making of a Term Loan AdvanceCompany to obtain an advance hereunder, the Borrowers must perfect in Company shall deliver to the Bank at least one (1) Business Day before the requested date of such advance, a valid first priority lien on all Collateral, including Loan Application in which the Assets being acquired and Company shall specify or certify the Assets of the entities whose stock is being acquired.following:
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, (i) the aggregate amount of such advance requested;
(ii) the Borrowingdate of such requested advance, which shall be a Business Day;
(iii) the Maximum Outstanding Amount, the Aggregate Deed of Trust Amount and the outstanding balance of the Revolving Line of Credit, all as of the date on which such notice is given;
(iv) that no Default or Event of Default is then existing;
(v) that the advance by the Bank of the requested advance will not result in or give rise to a Default or an Event of Default; and
(vi) that the representations and warranties of the Company contained in this Agreement are true and correct as of the date on which such notice is given.
(c) Simultaneously with the funding by the Bank of the initial advance with respect to any Lot or Improvements, the Company shall cause a Title Insurer to (i) record in the Official Public Records of Real Property of the appropriate county, a Deed of Trust with respect to such Lot and the Improvements to be constructed thereon and (ii) issue the requested Borrowing Date Title Insurance.
(i) Simultaneously with the funding by the Bank of the Borrowing. The initial advance with respect to any Inventoried Lot, the Company shall pay to the Bank is a fee in the amount of one-fourth percent ( 1/4%) of the Deed of Trust Amount of such Inventoried Lot.
(ii) Simultaneously with the funding by the Bank of the initial advance with respect to any Lot or Improvements (including any lot which was previously an Inventoried Lot), the Company shall pay to the Bank a fee in the amount of one-fourth percent ( 1/4%) of the Deed of Trust Amount of such Lot or Improvements.
(e) Notwithstanding any provision to the contrary contained in this Agreement or in any other Security Instrument, in no event shall the Company be entitled to rely an advance hereunder, and act upon requests made or purportedly made by a Responsible Officer the Bank shall have no obligation to advance any amount hereunder, unless at the time of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, such advance (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested Company is in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and full compliance with all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice provisions of Term Loan Advancethis Section 5.2, (ii) the breach no Default or Event of any provisions of this Fourth Restated Agreement by the Borrowers, or Default is then existing and (iii) such advance will not result in the transfer outstanding balance of funds pursuant the Revolving Line of Credit being in excess of the Maximum Outstanding Amount. Once the Bank has received notice of a requested advance, such notice shall not thereafter be revocable. The Bank shall not be required to (i) and/or (ii) above.make
Appears in 1 contract
Sources: Loan Agreement (Newmark Homes Corp)
Borrowing Procedure. It is contemplated that The Borrower shall give the Borrowers will request, ------------------- (i) Agent notice by means of an Advance Request Form of each requested Advance at least three (3) Business Day before the Term E Committed Sum requested date of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making of a Term Loan each Eurodollar Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, : (i) the aggregate amount of the Borrowing, and (iia) the requested Borrowing Date date of such Advance (which shall be a Business Day), (b) the amount of such Advance, (c) the Type of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (iid) the Borrowers' liability duration of the Interest Period for such Advance. Borrower authorizes and responsibility therefor.
B. directs Agent to make Base Rate Advances in accordance with the sweep authorizations currently and hereafter in effect between the Borrower and the Agent and the Guarantors and the Agent, or alternatively, as directed by Borrower pursuant to an Advance Request Form given to the Agent, at least one (1) Business Day before the requested date of such Base Rate Advances. The Agent at its option may accept telephonic requests for Advances, provided that such acceptance shall not constitute a waiver of the Agent's right to delivery of an Advance Request Form in connection with subsequent Advances. Any telephonic request for an Advance by the Borrower shall be promptly confirmed by submission of a properly completed Advance Request Form to the Agent. Each Notice Eurodollar Advance shall be in a minimum principal amount of Term Loan $500,000 or an integral multiple thereof. The aggregate principal amount of Eurodollar Advances having the same Interest Period shall be at least equal to $500,000. The Agent shall notify each Bank of the contents of each such notice and, as applicable, with respect to Base Rate Advances to be made in connection with sweep authorizations. Not later than 10:00 a.m. Dallas, Texas time on the date specified for each Advance hereunder, each Bank will make available to the Agent at the Principal Office in immediately available funds, for the account of the Borrower, its pro rata share of each Advance. After the Agent's receipt of such funds and subject to the other terms and conditions of this Agreement, the Agent will make each Advance available to the Borrower by depositing the same, in immediately available funds, in an account of the Borrower (designated by the Borrower) maintained with the Agent at the Principal Office. All notices under this Section shall be irrevocable and binding shall be given not later than 11:00 a.m. Dallas, Texas, time on the Borrowers. The Borrowers covenant and agree to assume liability day which is not less than the number of Business Days specified above for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) abovesuch notice.
Appears in 1 contract
Borrowing Procedure. It is contemplated that (a) To request a Borrowing (subject to Section 2.17(e) with respect to European Swingline Loans), the Borrowers will requestAdministrative Borrower, ------------------- on behalf of the applicable Borrower, shall deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) an Advance (A) prior to the USD LIBOR Transition Date, in the case of a Eurocurrency Borrowing (other than a Eurocurrency Borrowing made in GBP), not later than 12:00 noon, New York time, three (3) Business Days before the date of the Term E Committed Sum proposed Borrowing, (iior (B) thereafter, in the case of up to $6,000,000.00 to pay a portion Borrowing of SOFR Rate Loans, not later than 12:00 noon, New York time, three (3) RFR Business Days before the date of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreementproposed Borrowing, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance in the case of a EURIBOR Borrowing, or a Eurocurrency Borrowing made in GBP, not later than 11:00 a.m., London time, three (3) Business Days before the date of the Term E Committed Sum proposed Borrowing, or (iiiiv) in the case of up to $100,000.00 to pay a Borrowing of RFR Loans (other than SOFR Rate Loans), not later than 11:00 a.m. London time, five (5) RFR Business Days before the Facility Fees due as date of the Effective Date proposed Borrowing or (iv) in the case of this Fourth Restated Agreement and transaction costs incurred by a Base Rate Borrowing, not later than 12:00 noon, New York time, on the Borrowers in connection with the purchase date of the Assets of EDP, proposed Borrowing. All Borrowing Requests which are not made on-line via the stock of ▇▇▇▇▇▇ Administrative Agent’s electronic platform or portal shall be subject to (and this Fourth Restated Agreement. Upon unless the making of a Term Loan Advance, the Borrowers must perfect Administrative Agent elects otherwise in the Bank a valid first priority lien on all Collateralexercise of its sole discretion, including such Borrowings shall not be made until the Assets being acquired and completion of) the Assets Administrative Agent’s authentication process (with results satisfactory to the Administrative Agent) prior to the funding of the entities whose stock is being acquired.
A. Advances on the Term Loans any such requested Borrowing. Each Borrowing Request shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, irrevocable and shall specify the following information in compliance with Section 2.02:
(i) the aggregate amount of the such Borrowing, and ;
(ii) the requested Borrowing Date date of the such Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers , which shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.a Business Day;
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) whether such Borrowing shall constitute a Borrowing of U.S. Revolving Loans, U.K. Revolving Loans, German Revolving Loans or Swiss Revolving Loans;
(iv) in the transfer case of funds Dollar Denominated Loans, whether such Borrowing is to be (x) a Base Rate Borrowing or (y) (I) prior to the USD LIBOR Transition Date, a Eurocurrency Borrowing or (II) thereafter, a SOFR Rate Borrowing; provided, that Base Rate Borrowings may only be made to U.S. Borrowers or to the Canadian Borrower, whether such Borrowing is to be a Base Rate Borrowing or a Eurocurrency Borrowing;
(v) (x) in the case of U.S. Revolving Loans, whether such Borrowing is to be made to the U.S. Borrowers or the Canadian Borrower, and the names of the applicable Borrowers and (y) in the case of a German Revolving Loan or a Swiss Revolving Loan, the names of the applicable Borrowers;
(vi) in the case of a Eurocurrency Borrowing or, EURIBOR Borrowing or a Term RFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated, as applicable, by the definition of the term “Eurocurrency Interest Period,” or “EURIBOR Interest Period” or “Term RFR Interest Period” (and shall not have been removed pursuant to (i) and/or (ii) above.Section 2.11(d));
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Borrowing Procedure. It is contemplated that Each Borrowing, each conversion of a Borrowing from one Type to the Borrowers will requestother, ------------------- and each continuation of a Term SOFR Borrowing shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent not later than 11:00 a.m. (iDallas, Texas time) an Advance three U.S. Government Securities Business Days prior to the requested date of any Term SOFR Borrowing and on the Term E Committed Sum requested date of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased any Base Rate Borrowing. Each telephonic notice by Borrower pursuant to the EDP Asset Purchase Agreementthis Section 2.01(b) must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay appropriately completed and signed by a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock Responsible Officer of ▇▇▇▇▇▇ and this Fourth Restated Agreement▇▇▇. Upon the making Each Borrowing of, conversion to or continuation of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans SOFR Borrowing shall be made pursuant in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Section 2.02(c) and Section 2.03(c), each Borrowing of or conversion to a Notice Base Rate Borrowing shall be in a principal amount of Term Loan Advance signed by $250,000 or a Responsible Officer whole multiple of LRA, which is authorized by all other Borrowers $50,000 in excess thereof; provided that a Base Rate Borrowing may be in an amount equal to do so, specifying, the Revolving Credit Availability. Each Borrowing Request (whether telephonic or written) shall specify (i) the aggregate amount of the whether Borrower is requesting a Borrowing, and a conversion of Borrowings from one Type to the other, or a continuation of Borrowings, (ii) the requested Borrowing Date date of the Borrowing. The Bank is entitled to rely and act upon requests made , conversion or purportedly made by a Responsible Officer of continuation, as the Borrowers. The Borrowers case may be (which shall be unconditionally and absolutely estopped from denyinga Business Day), (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer principal amount of funds pursuant Borrowings to be borrowed, converted or continued, (iiv) and/or the Type of Borrowings to be borrowed or to which existing Borrowings are to be converted, (iiv) aboveif applicable, the duration of the Interest Period with respect thereto, and (vi) the amount of the then effective Borrowing Base, the amount of the then effective Aggregate Elected Commitment Amounts, the current total Revolving Credit Exposure of the Lenders (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposure of the Lenders (giving effect to the requested Borrowing). If Borrower fails to specify a Type of Borrowing in a Borrowing Request or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Borrowings shall be made as, or converted to, Base Rate Borrowings. Any such automatic conversion to Base Rate Borrowings shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Borrowings. If Borrower requests a Borrowing of, conversion to, or continuation of a Term SOFR Borrowing in any such Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For the avoidance of doubt, as of the Effective Date, the only Type of Borrowings available to Borrower are Term SOFR Borrowings and Base Rate Borrowings.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Berry Corp (Bry))
Borrowing Procedure. It is contemplated that (a) To request a Borrowing, the Borrowers will requestDesignated Company shall deliver, ------------------- by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent not later than 10:00 a.m., London time, three (i3) an Advance Business Days before the date of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) an Advance of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) an Advance of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreementproposed Borrowing. Upon the making of a Term Loan Advance, the Borrowers must perfect in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquired.
A. Advances on the Term Loans Each Borrowing Request shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifying, irrevocable and shall specify the following information in compliance with Section 2.02: (i) the names of the Co-Borrower(s) requesting such Borrowing(s) and the aggregate amount of the Borrowing, and such Borrowing(s); (ii) the requested Borrowing Date date of such Borrowing(s), which shall be a Business Day (and in the case of the Borrowing. The Bank is entitled Aleris Incremental Term Loans, occurring prior to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility therefor.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or Aleris Incremental Commitment Termination Date); (iii) the transfer initial Interest Period to be applicable to each such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; (iv) the location and number of such Co-Borrowers’ account(s) to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (v) in the case of the initial Credit Extension hereunder, under the Aleris Incremental Term Loan Commitments or under any Incremental Term Loan Commitments, that the conditions set forth in Section 4.03(b) - (d) have been satisfied as of the date of the notice, and in the case of Aleris Incremental Term Loans, that the conditions referred to in Section 4.04 shall be satisfied as of the date designated pursuant to (i) and/or clause (ii) above. Subject to the second proviso in the definition of “Interest Period,” if no Interest Period is specified with respect to any requested Eurodollar Rate Borrowing, then the Co-Borrowers shall be deemed to have selected an Interest Period of three month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Borrowing Procedure. It is contemplated that (a) Each Borrowing shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the Borrowers will requestthird Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, ------------------- or telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) an Advance date of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreementsuch Borrowing, (ii) an Advance Type of the Term E Committed Sum Loans comprising such Borrowing, (iii) aggregate amount of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreementsuch Borrowing, and (iiiiv) an Advance in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers applicable conditions set forth in connection with the purchase of the Assets of EDPArticle III, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon Agent will make such funds available to the making of a Term Loan Advance, Borrower at the Borrowers must perfect Agent's address referred to in the Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of the entities whose stock is being acquiredSection 10.2.
A. Advances on (b) Anything in subsection (a) above to the Term Loans shall be made pursuant to a Notice of Term Loan Advance signed by a Responsible Officer of LRA, which is authorized by all other Borrowers to do so, specifyingcontrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the Borrowingobligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the requested LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings.
(c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing Date that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the BorrowingAgent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. The If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is entitled made available to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denyingBorrower until the date such amount is repaid to the Agent, at (i) in the authenticity and validity case of any the Borrower, the interest rate applicable at the time to Loans comprising such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, Borrowing and (ii) in the Borrowers' liability and responsibility thereforcase of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement.
B. Each Notice (d) The failure of Term any Bank to make the Loan Advance to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Bank shall be irrevocable and binding responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason date of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) aboveBorrowing.
Appears in 1 contract
Sources: Senior Revolving Loan Agreement (Consol Energy Inc)
Borrowing Procedure. It is contemplated that the Borrowers will request, ------------------- (i) an The Borrower shall give the Bank notice by means of a borrowing notice for each requested Advance by not later than 11: 00 A.M. (Atlanta, Georgia time), in the case of the Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant LIBOR Advances two (2) Business Days prior to the EDP Asset Purchase Agreementdate of such Advance, and in the case of Base Rate Advances, on the same day as such Advance, specifying: (i) the requested date of such Advance (which shall be a Business Day), (ii) an Advance the amount of the Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreementsuch Advance, and (iii) an Advance in the case of a LIBOR Advance, the duration of the Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as initial Interest Period. The Bank at its option may accept telephonic requests for Advances, provided that such acceptance shall not constitute a waiver of the Effective Date Bank's right to delivery of this Fourth Restated Agreement and transaction costs incurred by the Borrowers a borrowing notice in connection with subsequent Advances. Any telephonic request for an Advance by the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and this Fourth Restated Agreement. Upon the making Borrower shall be promptly confirmed by submission of a Term Loan properly completed borrowing notice to the Bank. Each Advance shall be in a minimum principal amount of $1,000,000 or a greater integral multiple of $100,000. Subject to the other terms and conditions of this Agreement, not later than 2:00 P.M. (Atlanta, Georgia time) on the date specified for each Advance, the Borrowers must perfect Bank will make such Advance available to the Borrower by depositing the same, in immediately available funds, into an account of the Borrower at the Bank or by wire transfer into an account at another financial institution designated by the Borrower. All notices under this paragraph shall be irrevocable. Any notice under this paragraph received by the Bank after the prescribed times set forth above shall be deemed to have been received on the next Business Day.
(ii) The Borrower shall give the Bank notice by not later than 11:00 A.M. (Atlanta, Georgia time) two (2) Business Days prior to the end of any Interest Period of its intention to continue any outstanding LIBOR Advance for a valid first priority lien on all Collateral, including the Assets being acquired new Interest Period and the Assets duration of the entities whose stock is being acquired.
A. Advances on the Term Loans such new Interest Period. All such notices shall be made pursuant irrevocable. If the Borrower shall fail to give the Bank notice as specified herein, such LIBOR Advance shall be automatically continued for an Interest Period of one (1) month. All Base Rate Advances shall automatically continue as Base Rate Advances unless the Borrower shall give notice to the Bank that it wishes to convert a Base Rate Advance to a Notice of Term Loan Advance signed by a Responsible Officer of LRALIBOR Advance, in which is authorized by all other Borrowers to do so, specifying, case the Borrower shall comply with the procedures specified in paragraph (i) the aggregate amount of the Borrowing, and (ii) the requested Borrowing Date of the Borrowingabove. The Bank is entitled Borrower may also convert any LIBOR Advance to rely and act upon requests made or purportedly made by a Responsible Officer Base Rate Advance at the end of the Borrowers. The Borrowers shall be unconditionally and absolutely estopped from denying, (i) the authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited, transferred or paid such funds as requested in any such Notice of Term Loan Advance, and (ii) the Borrowers' liability and responsibility thereforInterest Period.
B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Notice of Term Loan Advance, (ii) the breach of any provisions of this Fourth Restated Agreement by the Borrowers, or (iii) Notwithstanding the transfer foregoing, if a Potential Default or an Event of funds pursuant to (i) and/or (ii) aboveDefault exists, all Advances shall, if not repaid or accelerated, be continued as Base Rate Advances after the expiration of the then current Interest Period.
Appears in 1 contract