Common use of Borrowings, Conversions and Continuations of Committed Loans Clause in Contracts

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term Rate Loan shall be made upon ▇▇▇▇▇▇▇▇▇’▇ irrevocable notice to the Administrative Agent, which may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate Loans. If ▇▇▇▇▇▇▇▇▇ requests a Borrowing of, conversion to, or continuation of Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1 (b) Following receipt of a Committed Loan Notice for a Facility, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative Currency, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing is given by ▇▇▇▇▇▇▇▇▇, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Term Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018

Appears in 3 contracts

Sources: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loans or Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Company’s irrevocable notice to the Administrative Agent, which may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. a.m. (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four three Business Days (or five four Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Alternative Currency Loans or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans. Each telephonic notice by the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Each Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c2.03(c) and 2.05(c2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $100,000 500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Company is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate Loans. If ▇▇▇▇▇▇▇▇▇ requests a Borrowing of, conversion to, or continuation of Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1or (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Company, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or Loans, continuation of Committed AC Loans denominated in an Alternative Currencya currency other than Dollars, or the continuation of a Committed Loan to a Designated Borrower that is a Foreign Subsidiary, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 12:30 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the Company; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Term SOFR Loan or Alternative Currency Term Rate Loan, as applicable. During the existence of a an Event of Default, no Committed Loans may be requested as, converted to or continued as Term SOFR Loans or as Alternative Currency Term Rate Loans Loans, as applicable, having Interest Periods of greater than one month (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Committed Loans constituting Term SOFR Loans or as Alternative Currency Term Rate Loans denominated in an Alternative Currency Loans, as applicable, be prepaid, or redenominated into Dollars in Dollars (d) The Administrative Agent shall promptly notify the amount Company and the Lenders of the Dollar Equivalent thereof, on the last day of the then current interest rate applicable to any Interest Period with respect theretofor Term SOFR Loans or Alternative Currency Term Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (de) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten twelve Interest Periods in effect with respect to all Committed Loans. (f) The failure of any Lender to make any Committed Loan to be made by it as part of any Committed Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Committed Loan on the date of such Committed Borrowing. 172003018Except as expressly contemplated by Section 2.16(a)(iv), no Lender shall be responsible for the failure of any other Lender to make any Committed Loan to be made by such other Lender on the date of any Committed Borrowing. (g) With respect to any Alternative Currency Daily Rate, Alternative Currency Term Rate, Term SOFR or SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 2 contracts

Sources: Credit Agreement (Warner Bros. Discovery, Inc.), Credit Agreement (Warner Bros. Discovery, Inc.)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term Eurocurrency Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the US Borrower’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. a.m. (i) two three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Eurocurrency Rate Loans denominated in Dollars or of any conversion of Term SOFR Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four six Business Days (or five seven Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, or continuation of Eurocurrency Rate Loans denominated in the case of Alternative Currency Term Rate Loans, any continuationCurrencies, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, that (x) if the US Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) seven (7) Business Days (or eight (8) Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrower, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, or (y) if the US Borrower wishes to request Eurocurrency Rate Loans denominated in Alternative Currencies, the applicable notice must be received by the Administrative Agent not later than the time period set forth in clause (ii) above (or, with respect to any such Eurocurrency Rate Loans denominated in an Alternative Currency having an Interest Period other than one, two, three or six months in duration, not later than the time period set forth in clause (x)(ii) in the proviso above), whereupon, in each case, the Administrative Agent shall give prompt notice to the US Lenders of such request and determine whether the requested Interest Period and/or the requested Alternative Currency, as applicable, is acceptable to all of them. Not later than 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans, the Administrative Agent shall notify the US Borrower (which notice may be by telephone) whether or not the requested Interest Period and/or the requested Alternative Currency, as applicable, has been consented to by all the US Lenders. Each Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the US Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ the US Borrower fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the US Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ the US Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are denominated in an Alternative Currency Term Rate LoansCurrency, such Loans shall be continued as Alternative Currency Term Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Eurocurrency Rate Loans. If ▇▇▇▇▇▇▇▇▇ the US Borrower requests a Borrowing of, conversion to, or continuation of Term Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no No Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each US Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the US Borrower, the Administrative Agent shall notify each US Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative Currencya currency other than Dollars, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each US Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable US Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such the US Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the US Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the US Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable US Borrower as provided above. (c) Except as otherwise provided herein, a Term Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Term Eurocurrency Rate Loan. During the existence of a Default, if so requested by the Required US Lenders, no Loans may be requested as, converted to or continued as Term Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders), and the Required US Lenders may demand that any or all of the then outstanding Term Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the US Borrower and the US Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the US Borrower and the US Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the US Borrower, the Administrative Agent and such Lender. (g) This Section 2.02 shall not apply to Swing Line Loans.

Appears in 2 contracts

Sources: Credit Agreement (Schnitzer Steel Industries Inc), Credit Agreement (Schnitzer Steel Industries Inc)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term Eurodollar Rate Loan Committed Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two 12:00 noon three Business Days prior to the requested date of any Borrowing ofof Eurodollar Rate Committed Loans, of any conversion to or continuation of Term SOFR Eurodollar Rate Committed Loans or of any conversion of Term SOFR Eurodollar Rate Committed Loans to LIBOR Daily Rate Loans or Base Rate Committed Loans, ; (ii) in the case of Alternative Currency Loans, 11:00 a.m. four 12:00 noon one Business Days (or five Business Days in the case of a Special Notice Currency) Day prior to the requested date of any Borrowing or, in the case of Alternative Currency Term or conversion to Base Rate Loans (other than any conversion of Eurodollar Rate Loans to Base Rate Loans, any continuation, ); and (iii) 11:00 a.m. (Central time) on the Business Day of the requested date of any Borrowing of Base or conversion to LIBOR Daily Rate Committed Loans (other than any conversion of Eurodollar Rate Loans to LIBOR Daily Rate Loans). Each Borrowing of, conversion to or continuation of Term SOFR Eurodollar Rate Committed Loans and Alternative Currency or LIBOR Daily Rate Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c2.03(c) and 2.05(c2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the applicable Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Eurodollar Rate Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ such Borrower fails to give a timely notice requesting a conversion or continuationcontinuation of a Eurodollar Rate Committed Loan, then the applicable Committed AC Loans or Committed USD Loans Loan shall be made as, or converted to, Base Rate Loans; provided, howeverunless such Committed Loan was a Eurodollar Rate Committed Loan, that in the which case of a failure to timely request a continuation of such Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans Loan shall be continued as Alternative Currency Term a Eurodollar Rate Loans in their original currency Committed Loan with an Interest Period of one month. Any such automatic conversion to a Base Rate Loans Loan and any such continuation of a Eurodollar Rate Committed Loan, in either case, shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate Loans. If ▇▇▇▇▇▇▇▇▇ requests a Borrowing of, conversion to, or continuation of Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1 (b) Following receipt of a Committed Loan Notice for a Facility, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative Currency, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing is given by ▇▇▇▇▇▇▇▇▇, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Term Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018Eurodollar 37

Appears in 2 contracts

Sources: Credit Agreement (Alexander & Baldwin, Inc.), Credit Agreement (Alexander & Baldwin, Inc.)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loans or Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (i) in the case of Term SOFR Loans, two (2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans or Term SOFR Daily Floating Rate Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans or Term SOFR Daily Floating Rate Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans, Term SOFR Daily Floating Rate Loans and or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except Loans, as provided in Sections 2.04(c) and 2.05(c)applicable, each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; provided, that a Borrowing of Term SOFR Loans, Term SOFR Daily Floating Rate Loans or Alternative Currency Loans that are Revolving Loans may be in a principal amount equal to the entire unused balance of the Aggregate Revolving Commitments, and a Borrowing of Term SOFR Loans or Alternative Currency Term Rate Loans that results from a conversion to or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, as applicable, may be in a principal amount equal to the principal amount of the applicable outstanding Borrowing. Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; provided, that a Borrowing of Base Rate Committed Loans that are Revolving Loans may be in a principal amount equal to the entire unused balance of the Aggregate Revolving Commitments, and a Borrowing of Base Rate Committed Loans that results from a conversion of Term SOFR Loans or Term SOFR Daily Floating Rate Loans may be in a principal amount equal to the principal amount of the applicable outstanding Borrowing. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the applicable Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, borrowed (it being understood that Term SOFR Loans and Base Rate Loans can only be made in Dollars) and (vii) if applicable, the Subsidiary Designated Borrower. If ▇▇▇▇▇▇▇▇▇ a Borrower fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ a Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made or continued as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate SOFR Loans. If ▇▇▇▇▇▇▇▇▇ a Borrower requests a Borrowing of, conversion to, or continuation of Term Rate SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no No Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each applicable Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇a Borrower, the Administrative Agent shall notify each applicable Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative CurrencyCurrency Term Rate Loans, in each case as described in the preceding subsectionclause. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each applicable Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (andor, if such Borrowing is made on the initial Credit ExtensionClosing Date, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD a Borrowing of Revolving Loans denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇a Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an the Interest Period for such Term Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term SOFR Loans, Term SOFR Daily Floating Rate Loans (whether in Dollars or any Alternative Currency) Currency Term Rate Loans, as applicable, without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term SOFR Loans, Term SOFR Daily Floating Rate Loans denominated in an or Alternative Currency Term Rate Loans be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) With respect to any Alternative Currency Daily Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided, that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten 10 Interest Periods in effect with respect to Committed Loans. 172003018. (f) With respect to any Alternative Currency Daily Rate, Alternative Currency Term Rate, SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective. (g) This Section 2.02 shall not apply to Swing Line Loans.

Appears in 2 contracts

Sources: Third Amendment to Second Amended and Restated Credit Agreement (Methode Electronics Inc), Second Amendment to Second Amended and Restated Credit Agreement (Methode Electronics Inc)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Eurocurrency Rate Loans or Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (i) two in the case of Eurocurrency Rate Loans, three Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Term SOFR Eurocurrency Rate Loans or of any conversion of Term SOFR Eurocurrency Rate Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Committed Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, continuation and (iii) on one Business Day prior to the requested date of any Committed Borrowing of Base Rate Committed Loans. Each Committed Borrowing of, conversion to or continuation of Term SOFR Eurocurrency Rate Loans and or Alternative Currency Loans Loans, as applicable, shall be in a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c2.03(c) and 2.05(c2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $100,000 500,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loansis being requested, (ii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) if applicable, the currency of the Committed AC Loans to be borrowed, Alternative Currency requested with respect thereto and (vii) if applicable, the Subsidiary applicable Borrower. If ▇▇▇▇▇▇▇▇▇ a Borrower fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ a Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate LoansLoans on the last day of the Interest Period applicable thereto; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate Loans. If ▇▇▇▇▇▇▇▇▇ a Borrower requests a Borrowing of, conversion to, or continuation of Term Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no No Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇a Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative CurrencyCurrency Term Rate Loans, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 5.02 (and, if such Borrowing is the initial Credit Extension, Section 4.015.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the applicable Borrower; provided, however, that that, if, on the date the any Committed Loan Notice with respect to such a Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇, any Domestic Borrower there are Swing Line Loans outstanding, such Committed Borrowing shall be in an amount at least equal to the Outstanding Amount of all Swing Line Loans, and the proceeds of such Committed Borrowing shall be applied first to the payment in full of all outstanding Swing Line Loans, and second, shall be made available to the applicable Borrower as provided above; provided, further, that, if on such date there are also L/C Borrowings outstanding, then the proceeds of such Borrowing, first, Committed Borrowing (to the extent not otherwise applied to the payment of Swing Line Loans pursuant to the foregoing) shall next be applied to the payment in full of any such L/C Borrowings, and, second, and then shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an the Interest Period for such Term Rate Loan. During the existence of a Default or Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans or Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) Loans, as applicable, without the consent of the Required Lenders, and the Required Lenders may demand that (i) any or all of the then outstanding Term Eurocurrency Rate Loans denominated in an be converted to Base Rate Loans on the last day of the then applicable Interest Period and (ii) any or all of the then outstanding Alternative Currency Loans be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) With respect to any Alternative Currency Daily Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided, that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018.

Appears in 1 contract

Sources: Credit Agreement (Albemarle Corp)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term Eurocurrency Rate Loan Loans and Cost of Funds Rate Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Borrowers' irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided provided, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two three 58 ‌ DB3/ 201344542.8 ​ ​ ​ Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Eurocurrency Rate Loans denominated in Dollars or of any conversion of Term SOFR Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, or continuation of Eurocurrency Rate Loans denominated in the case of Alternative Currency Term Rate Loans, any continuationCurrency, and (iii) on the requested date of any Committed Borrowing or continuation of a Base Rate Committed Loan and Cost of Funds Rate Loans or conversion of Base Rate Committed Loans or Eurocurrency Rate Loans denominated in Dollars to Cost of Funds Rate Loans. Each Committed Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 500,000 or a whole multiple of the Dollar Equivalent of $1,000,000 100,000 in excess thereof. Except as provided in Sections 2.04(c2.03(c) and 2.05(c2.04A(c), each Committed Borrowing of or conversion to Cost of Funds Rate Loans or Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ is the Borrowers are requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Eurocurrency Rate Loans or Alternative Currency Term Cost of Funds Rate Loans, (ii) if the Borrowers are requesting a Borrowing, whether such Borrower is of a WC Loan or a Revolver Loan and, in the case of a Revolver Loan, whether any of the proceeds are going to be used to finance general corporate purposes, (iii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iiiiv) the principal amount of Committed Loans to be borrowed, converted or continued, (ivv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (vvi) if applicable, the duration of the Interest Period with respect thereto, and (vivii) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ fails the Borrowers fail to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the Borrowers fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ fails the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Committed Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are denominated in the Alternative Currency Term Rate LoansCurrency, such Loans shall be continued as Alternative Currency Term Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Committed Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Eurocurrency Rate Loans or Cost of Funds Rate Loans, as the case may be. If ▇▇▇▇▇▇▇▇▇ requests the Borrowers request a Committed Borrowing of, conversion to, or continuation of Term Eurocurrency Rate Loans in any such Committed Loan Notice, but fails fail to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no No Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for requesting a FacilityCommitted Borrowing denominated in Dollars or the Alternative Currency with respect to which the Administrative Agent has not received notice that any Lender is an Alternative Currency Participating Lender, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans. Following receipt of a Loan Notice requesting a Committed Borrowing denominated in the Alternative Currency with respect to which the Administrative Agent and the Borrowers have received notice that one or more Lenders is an Alternative Currency Participating Lender, the Administrative Agent shall on the next following Business Day notify (i) each Alternative Currency Funding Lender of both the 59 ‌ DB3/ 201344542.8 ​ ​ ​ Dollar Equivalent and the Alternative Currency Equivalent of its Alternative Currency Funding Applicable Percentage, (ii) the Alternative Currency Fronting Lender of both the Dollar Equivalent and the Alternative Currency Equivalent of the aggregate Alternative Currency Risk Participations in such Committed Borrowing, (iii) each Alternative Currency Participating Lender of both the Dollar Equivalent and the Alternative Currency Equivalent of its Alternative Currency Risk Participation in such Committed Borrowing, and if (iv) all Lenders and the Borrowers of the aggregate Alternative Currency Equivalent and the Dollar Equivalent of such Commitment Borrowing and the applicable Spot Rate used by the Administrative Agent to determine such Dollar Equivalent and Alternative Currency Equivalent. If no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Borrowers, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Committed Loans or continuation of Committed AC Loans denominated in an Alternative Currencya currency other than Dollars, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing in Dollars or a Committed USD Borrowingin an Alternative Currency with respect to which the Administrative Agent has not received notice that any Lender is an Alternative Currency Participating Lender, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s 's Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an the Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. In the case of a Committed Borrowing in an Alternative Currency with respect to which the Administrative Agent has received notice that a Lender is an Alternative Currency Participating Lender, each Alternative Currency Funding Lender shall make the amount of its Alternative Currency Funding Applicable Percentage of such Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent's Office not later than the Applicable Time, on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower the Borrowers on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing of a WC Loan denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the Borrowers, there are L/C Borrowings outstandingoutstanding with respect to a WC Letter of Credit, then the proceeds of such Committed Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower Borrowers as provided above and; provided, further, that if, on the date the Loan Notice with respect to such Committed Borrowing of a Revolver Loan denominated in Dollars is given by the Borrowers, there are L/C Borrowings outstanding with respect to a Revolver Letter of Credit , then the proceeds of such Committed Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrowers as provided above. (c) Except as otherwise provided herein, a Term Eurocurrency Rate Loan or a Cost of Funds Rate Loan, as the case may be, may be continued or converted only on the last day of an Interest Period for such Term Eurocurrency Rate Loan or Cost of Funds Rate Loan. During the existence of a 60 ‌ DB3/ 201344542.8 ​ ​ ​ Default, no Loans may be requested as, converted to or continued as Term Eurocurrency Rate Loans (whether in Dollars or any the Alternative Currency) or Cost of Funds Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Eurocurrency Rate Loans denominated in an the Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans and Cost of Funds Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers and the Lenders of any change in Bank of America's prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to Committed Loans. 172003018. (f) (i) Subject to all of the terms and conditions set forth in this Agreement, including the provisions of Section 2.01, and without limitation of the provisions of Section 2.02, with respect to any Loan denominated in an Alternative Currency with respect to which one or more Lenders has given notice to the Administrative Agent that it is an Alternative Currency Participating Lender, (A) each Lender agrees from time to time on any Business Day during the Availability Period to fund its Applicable Percentage of Loans denominated in the Alternative currency with respect to which it is an Alternative Currency Funding Lender; and (B) each Lender severally agrees to acquire an Alternative Currency Risk Participation in Loans denominated in the Alternative Currency with respect to which it is an Alternative Currency Participating Lender.

Appears in 1 contract

Sources: Credit Agreement (Global Partners Lp)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a an Alternative Currency Term Rate Loan shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two in the case of Term SOFR Loans, 11:00 a.m. on the third Business Days Day immediately prior to the requested date of any Borrowing of, or conversion to or continuation of Term SOFR Loans denominated in Dollars or of any conversion of Term SOFR Loans denominated in Dollars to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) 11:00 a.m. on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, that if the Borrower wishes to request Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Alternative Currency Term Rate Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, or conversion to Term SOFR Loans and each Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(cSection 2.03(f), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the currency and principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, converted and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ the Borrower fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of (i) Term SOFR Loans, such Committed AC Loans which are shall be continued as Term SOFR Loans with the same Interest Period or (ii) Alternative Currency Term Rate Loans, such Committed Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an the same Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate LoansPeriod. If ▇▇▇▇▇▇▇▇▇ the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed deemed, in each case, to have specified an Interest Period of one month. Except as provided in Sections 2.13(apursuant to Section 2.12(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) currency of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Term SOFR Loans denominated in an or Alternative Currency, in each case as Currency Term Rate Loans described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan Loans denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case case, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD the Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, and second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Alternative Currency Term Rate Loan. During the existence of a Default, no Committed Loans may be requested as, or converted to Term SOFR Loans or Alternative Currency Daily Rate Loans or converted to or continued as Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) Loans, as applicable, without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, Borrowings and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018. (e) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (f) With respect to any Alternative Currency Daily Rate, Alternative Currency Term Rate or SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Credit Agreement (Uber Technologies, Inc)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term Eurocurrency Rate Loan Loans and Peso Rate Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Noticetelephone. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two 10:00 a.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Eurocurrency Rate Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loansdenominated in Dollars, (ii) in the case of Alternative Currency Loans, 11:00 10:00 a.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, or continuation of Eurocurrency Rate Loans denominated in the case Alternative Currencies or of Alternative Currency Term Peso Rate Loans, any continuation, and (iii) 9:00 a.m. on the requested date of any Borrowing of Base Rate Committed Loans; provided , however , that if a Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one day, one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Eurocurrency Rate Loans and Alternative Currency or Peso Rate Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the applicable Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Eurocurrency Rate Loans or Alternative Currency Term Rate Pesos Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary identity of the applicable Borrower. If ▇▇▇▇▇▇▇▇▇ the applicable Borrower fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; providedprovided , howeverhowever , that in the case of a failure to timely request a continuation of Committed AC Loans which are denominated in an Alternative Currency Term Rate LoansCurrency, such Loans shall be continued as Alternative Currency Term Eurocurrency Rate Loans or Peso Rate Loans in their original currency with an Interest Period of one month, in the case of Eurocurrency Rate Loans, or twenty-eight or thirty days, in the case of Peso Rate Loans (and in accordance with the definition of Interest Period). Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Eurocurrency Rate Loans. If ▇▇▇▇▇▇▇▇▇ a Borrower requests a Borrowing of, conversion to, or continuation of Term Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except If a Committed Loan Notice fails to specify the identity of the applicable Borrower, then the Committed Loans so requested shall be made to the Borrower submitting such Committed Loan Notice; provided , however , that in the case of a failure to identify the applicable Borrower in the case of a request for a continuation of Committed Loans, such Loans shall be continued as provided in Sections 2.13(a) and 3.03, no Loans made to the Borrower to which such Loans were initially made. No Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the applicable Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative Currencya currency other than Dollars, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m.12:00 noon, in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.014.01 ), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the applicable Borrower; providedprovided , howeverhowever , that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, firstfirst , shall be applied to the payment in full of any such L/C Borrowings, and, secondsecond , shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term Eurocurrency Rate Loan or a Peso Rate Loan may be continued or converted only on the last day of an Interest Period for such Term Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Eurocurrency Rate Loans or Peso Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans or Peso Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018.

Appears in 1 contract

Sources: Credit Agreement (Herbalife Ltd.)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loans or an Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. a.m. (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuationcontinuations, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans and or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 10,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 2,000,000 or a whole multiple of the Dollar Equivalent of $100,000 1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ the Borrower fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with with, if applicable, an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate SOFR Loans. If ▇▇▇▇▇▇▇▇▇ the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in pursuant to Sections 2.13(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Term SOFR Loans denominated in an or Alternative CurrencyCurrency Term Rate Loans, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, and second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term SOFR Loans and Alternative Currency Term Rate Loan Loans may be continued or converted only on the last day of an Interest Period for such Term SOFR Loan or Alternative Currency Term Rate Loan. During the existence of a Default, no Loans may be requested as, converted to Alternative Currency Daily Rate Loans or converted to or continued as Term SOFR Loans or Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders. At any time that an Event of Default has occurred and is continuing, and the Required Lenders may demand that any or all of the then outstanding Alternative Currency Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018. (e) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or any portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender. (f) With respect to any Relevant Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Credit Agreement (Lowes Companies Inc)

Borrowings, Conversions and Continuations of Committed Loans. (ai) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term Rate Loan SOFR Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. a.m. (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four Business Days (Loans or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term SOFR Daily Floating Rate Loans, any continuation, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans or SOFR Daily Floating Rate Loans. Each Borrowing of, or conversion to to, Term SOFR Loans or SOFR Daily Floating Rate Loans and each continuation of Term SOFR Loans and Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c2.01(c) and 2.05(c2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate SOFR Loans. If ▇▇▇▇▇▇▇▇▇ the Borrower requests a Borrowing of, conversion to, or continuation of Term Rate SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (bii) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative Currency, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds immediately available funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing is given by ▇▇▇▇▇▇▇▇▇the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C BorrowingsBorrowing, and, and second, shall be made available to the applicable Borrower as provided above. (ciii) Except as otherwise provided herein, a Term Rate SOFR Loan may be continued or converted only on the last day of an Interest Period for such Term Rate SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term SOFR Loans or SOFR Daily Floating Rate Loans (whether in Dollars or any Alternative Currencyas applicable) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (div) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any SOFR Daily Floating Rate Loans and to any Interest Period for Term SOFR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (v) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018. (vi) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

Appears in 1 contract

Sources: Revolving Credit Agreement (Voya Financial, Inc.)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of an Alternative Currency Term Rate Loan or a Term Rate SOFR Loan shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Company’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) in the case of Term SOFR Loans, 11:00 a.m. two Business Days prior to the requested date of any Borrowing of, or conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four three Business Days (or five Business Days Days, in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) 11:00 a.m. on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Loans or Term SOFR Loan shall be in a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c2.03(c) and 2.05(c2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Company is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans or Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicableany Designated Borrower Sublimit is then in effect, the Subsidiary BorrowerBorrower to whom such Committed Loan is to be made, and (viii) if any Designated Borrower Sublimit is then in effect and such Committed Loan is to be made to the Company, the Sublimit under which such Committed Loan is to be made. If ▇▇▇▇▇▇▇▇▇ the Company fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ then the applicable Committed Loans shall be made as Base Rate Loans. If the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Committed Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one (1) month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate SOFR Loans. If ▇▇▇▇▇▇▇▇▇ the applicable Borrower requests a Borrowing of, conversion to, or continuation of Alternative Currency Term Rate Loans or Term SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(apursuant to Section 2.12(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1If the Company requests a Borrowing but fails to identify the Borrower or the applicable Sublimit, it shall be deemed to be a request for a Borrowing by the Company under the Company Sublimit, subject to availability under that Sublimit. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Company, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Alternative Currency Term Rate Loans denominated in an Alternative Currency, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the Company; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, an Alternative Currency Term Rate Loan and a Term Rate SOFR Loan may be continued or converted only on the last day of an Interest Period for such Alternative Currency Term Rate Loan or such Term SOFR Loan. During the existence of a Default, no Committed Loans may be requested as, or converted to Alternative Currency Daily Rate Loans or converted to or continued as Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) Term SOFR Loans, as applicable, without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans upon determination of such interest rate. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans. 172003018. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent, and such Lender. (g) With respect to any Alternative Currency Daily Rate, SOFR or Term SOFR, the Administrative Agent will have the right, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Credit Agreement (Thermo Fisher Scientific Inc.)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loans or Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two in the case of Term SOFR Loans, three Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans or Term SOFR Daily Floating Rate Loans, (ii) in the case of Alternative Currency Loans, three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Committed Borrowing or of any continuation of Alternative Currency Term Rate Loans, and (iii) on the requested date of any Committed Borrowing of Base Rate Loans or Term SOFR Daily Floating Rate Loans; provided, however, that if the Borrower wishes to request Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Committed Borrowing or continuation of Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any such Committed Borrowing or, in the case or continuation of Alternative Currency Term Rate Loans, any continuation, and the Administrative Agent shall notify the Borrower (iiiwhich notice may be by telephone) on whether or not the requested date of any Borrowing of Base Rate Committed LoansInterest Period has been consented to by all the Lenders. Each Committed Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Loans Loans, as the case may be, shall be in a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c2.03(c) and 2.05(c2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans or Term SOFR Daily Floating Rate Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be convertedconverted or continued, as the case may be, (v) if applicable, the duration of the Interest Period with respect thereto, thereto and (vi) the currency of the Committed AC Loans to be borrowedborrowed (it being understood that Base Rate Loans, Term SOFR Loans, and (vii) if applicable, the Subsidiary BorrowerTerm SOFR Daily Floating Rate Loans can only be made in Dollars). If ▇▇▇▇▇▇▇▇▇ the Borrower fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are denominated in an Alternative Currency Term Rate LoansCurrency, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate SOFR Loans. If ▇▇▇▇▇▇▇▇▇ the Borrower requests a Committed Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(apursuant to Section 2.12(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative CurrencyCurrency Term Rate Loans, in each case as described in the preceding subsectionclause. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an the Interest Period for such Term SOFR Loan or such Alternative Currency Term Rate Loan, as applicable. During the existence of a Default, no Committed Loans may be requested as, or converted to or continued as Term SOFR Loans, Term SOFR Daily Floating Rate Loans (whether in Dollars or any Alternative Currency) Currency Loans, as applicable, without the consent of the Required Lenders, and the Required Lenders may demand that (i) any or all of the then outstanding Term SOFR Loans or Term SOFR Daily Floating Rate Loans denominated in an be converted immediately to Base Rate Loans or (ii) any or all of the then outstanding Alternative Currency Loans be prepaid, prepaid or redenominated into Dollars in the amount of the Dollar Equivalent thereofthereof (A) immediately, in the case of Alternative Currency Daily Rate Loans and (B) on the last day of the then current Interest Period with respect thereto, in the case of Alternative Currency Term Rate Loans. (d) The Administrative Agent shall promptly (on the date of determination) notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans and Alternative Currency Term Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, Borrowings and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (g) With respect to any Alternative Currency Daily Rate or Alternative Currency Term Rate, the Administrative Agent will have the right to make Alternative Currency Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Alternative Currency Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Alternative Currency Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective. (h) With respect to SOFR, Term SOFR or the Term SOFR Daily Floating Rate, the Administrative Agent will have the right to make Term SOFR Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Term SOFR Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Term SOFR Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Credit Agreement (Cisco Systems, Inc.)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loans or an Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. a.m. (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuationcontinuations, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans and or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 10,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 2,000,000 or a whole multiple of the Dollar Equivalent of $100,000 1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ the Borrower fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Committed Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with with, if applicable, an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate SOFR Loans. If ▇▇▇▇▇▇▇▇▇ the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in pursuant to Sections 2.13(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Term SOFR Loans denominated in an or Alternative CurrencyCurrency Term Rate Loans, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case case, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, and second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term SOFR Loans and Alternative Currency Term Rate Loan Loans may be continued or converted only on the last day of an Interest Period for such Term SOFR Loan or Alternative Currency Term Rate Loan. During the existence of a Default, no Committed Loans may be requested as, converted to Alternative Currency Daily Rate Loans or converted to or continued as Term SOFR Loans or Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders. At any time that an Event of Default has occurred and is continuing, and the Required Lenders may demand that any or all of the then outstanding Alternative Currency Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans upon determination of such interest rate. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or any portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender. (g) With respect to any Relevant Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Credit Agreement (Lowes Companies Inc)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loan or an Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) in the case of Term SOFR Loans, 1:00 p.m. two Business Days prior to the requested date of any Borrowing of, or conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four 1:00 p.m. three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) 1:00 p.m. on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Loans shall be in a an amount not less than the principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, thereto and (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ the Borrower fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ Notice, then the applicable Committed Loans shall be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loansa Borrowing of Term SOFR Loans with an Interest Period of one month; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate SOFR Loans. If ▇▇▇▇▇▇▇▇▇ the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and pursuant to Section 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative CurrencyCurrency Term Rate Loans, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., 3:00 p.m. in the case of any Committed Loan denominated in Dollars, Dollars and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon Subject to satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.02, the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Term SOFR Loan or Alternative Currency Term Rate Loan. During the existence of a Default, no Committed Loans may be requested as, or converted to Alternative Currency Daily Rate Loans or converted to or continued as Term SOFR Loans or Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) Loans, as applicable, without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans or Alternative Currency Term Rate Loans upon determination of such interest rate. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten 10 Interest Periods in effect with respect to Committed Loans. 172003018. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (g) With respect to SOFR or Term SOFR or any Alternative Currency Daily Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Revolving Credit Agreement (Mattel Inc /De/)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loan or an Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) in the case of Term SOFR Loans, 1:00 p.m. two Business Days prior to the requested date of any Borrowing of, or conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four 1:00 p.m. three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) 1:00 p.m. on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Loans shall be in a an amount not less than the principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, thereto and (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ the Borrower fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ Notice, then the applicable Committed Loans shall be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loansa Borrowing of Term SOFR Loans with an Interest Period of one month; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate SOFR Loans. If ▇▇▇▇▇▇▇▇▇ the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and pursuant to Section 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the 38 applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative CurrencyCurrency Term Rate Loans, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., 3:00 p.m. in the case of any Committed Loan denominated in Dollars, Dollars and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon Subject to satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.02, the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Term SOFR Loan or Alternative Currency Term Rate Loan. During the existence of a Default, no Committed Loans may be requested as, or converted to Alternative Currency Daily Rate Loans or converted to or continued as Term SOFR Loans or Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) Loans, as applicable, without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans or Alternative Currency Term Rate Loans upon determination of such interest rate. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten 10 Interest Periods in effect with respect to Committed Loans. 172003018. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (g) With respect to SOFR or Term SOFR or any Alternative Currency Daily Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Revolving Credit Agreement (Mattel Inc /De/)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loans or Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Borrower’s irrevocable notice to the Administrative AgentAgent and the Custodian (with a copy to the Collateral Administrator), which may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Noticein writing, including via email. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (ia) two one Business Day prior to the requested date of any Borrowing of, conversion to or continuation of any Term SOFR Loans, (b) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four Loans and (c) on the Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date Day of any Borrowing orof, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date conversion to or continuation of any Borrowing of Base Rate Loan. Each written notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed LoansLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Loans and or Alternative Currency Loans shall be in a principal amount of, in the case of the Dollar Equivalent of Dollar-denominated Loans $2,000,000 500,000 or a whole multiple of the $100,000 in excess thereof (or, in each case, Dollar Equivalent thereof) or, in the amount of $1,000,000 in excess thereofthe unused portion of the Commitments. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof (or, in each case, Dollar Equivalent thereof) or in the amount of the unused portion of the Commitments. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or continued or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) the requested Eligible Currency in which such Loan is to be made and (vi) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Term SOFR Loans; providedprovided that, howevernotwithstanding anything to the contrary herein, that the Borrower may make such specifications of the Type or Types of Committed Loans in the case form of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate Loans. If ▇▇▇▇▇▇▇▇▇ requests a Borrowing of, conversion to, or continuation of Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1standing instructions. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative Currency, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., than (i) in the case of any a Term SOFR Loan or Alternative Currency Loan, 1:00 p.m. on the Business Day specified in the applicable Committed Loan denominated in Dollars, Notice and not later than the Applicable Time specified by the Administrative Agent (ii) in the case of any Committed AC Loan denominated in an Alternative Currencya Base Rate Loan, in each case 5:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing is given by ▇▇▇▇▇▇▇▇▇, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided aboveBorrower. (c) Except as otherwise provided herein, a Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Term Rate Loanunless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of a Default, no Loans may be requested as, or converted to Term SOFR Loans or Alternative Currency Daily Rate Loans or converted to or continued as Term SOFR Loans or Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) Loans, as applicable, without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall provide prompt written notice to the Company and the Lenders of any change in the Prime Rate used in determining the Base Rate promptly following the public announcement of such change (e) With respect to SOFR, Term SOFR or any Alternative Currency Daily Rate, the Administrative Agent will have the right to make Conforming Changes and Alternative Currency Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes and Alternative Currency Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes and Alternative Currency Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective. (f) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018.

Appears in 1 contract

Sources: Credit Agreement (Blackstone Secured Lending Fund)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term Rate Loan shall be made upon C▇▇▇▇▇▇▇▇’▇ irrevocable notice to the Administrative Agent, which may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. a.m. (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether C▇▇▇▇▇▇▇▇ is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If C▇▇▇▇▇▇▇▇ fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If C▇▇▇▇▇▇▇▇ fails to specify a Type of Committed Loan in a Committed Loan Notice or if C▇▇▇▇▇▇▇▇ fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate Loans. If C▇▇▇▇▇▇▇▇ requests a Borrowing of, conversion to, or continuation of Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a Facility, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by C▇▇▇▇▇▇▇▇, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative Currency, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to C▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by C▇▇▇▇▇▇▇▇; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing is given by C▇▇▇▇▇▇▇▇, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Term Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018. (e) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by C▇▇▇▇▇▇▇▇, the Administrative Agent, and such Lender. (f) With respect to any Alternative Currency Daily Rate, Term SOFR or SOFR, the Administrative Agent will have the right to make Conforming Changes or Canadian Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes or Canadian Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes or Canadian Benchmark Replacement Conforming Changes to C▇▇▇▇▇▇▇▇ and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Credit Agreement (Carpenter Technology Corp)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loan or Alternative Currency Term Rate Loan shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (i) in the case of Term SOFR Loans, two Business Days prior to the requested date of any Borrowing ofBorrowing, continuation of or conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four 1:00 p.m. three Business Days (or five four Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date of any Borrowing of SOFR Daily Floating Rate Loans or Base Rate Committed Loans. Each Borrowing of, continuation of or conversion to Term SOFR Loans or SOFR Daily Floating Rate Loans and each Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c2.03(f), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the applicable Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the currency and principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary BorrowerDesignated Borrower requesting the Borrowing. If ▇▇▇▇▇▇▇▇▇ the Company fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Committed Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one (1) month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to If the applicable Term Rate Loans. If ▇▇▇▇▇▇▇▇▇ Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(apursuant to Section 2.12(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) currency of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the applicable Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Alternative Currency Term Rate Loans denominated in an Alternative Currency, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 3:00 p.m., in the case of any Committed Loan Loans denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case case, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇such Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, and second, shall be made available to the applicable such Borrower as provided above. (c) Except as otherwise provided herein, a Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Term SOFR Loan Alternative Currency Term Rate Loan. During the existence of a Default, no Committed Loans may be requested as, continued as or converted to Term SOFR Loans, SOFR Daily Floating Rate Loans, Alternative Currency Daily Rate Loans or continued as Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) Loans, as applicable, without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, Borrowings and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018. (e) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent, and such Lender. (f) With respect to any Alternative Currency Daily Rate, Term SOFR or SOFR, the Administrative Agent, in consultation with the Company, will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Credit Agreement (Arthur J. Gallagher & Co.)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Eurodollar RateTerm SOFR Loans or Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Company’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (noon) (Eastern time (for any Dollar-denominated or Canadian Dollar-denominated Loan request) or London time (for any Alternative Currency-denominated (other than Canadian Dollar-denominated) Loan request) (i) two twothree Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term Eurodollar RateTerm SOFR Loans denominated in Dollars or of any conversion of Term Eurodollar RateTerm SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case or continuation of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Term Eurodollar RateTerm SOFR Loans and or Alternative Currency Loans Term Rate Loan shall be in a principal amount of equal to the Dollar Equivalent of $2,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 500,000 in excess thereofthereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.04(c2.03(c) and 2.05(c2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of equal to the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereofthereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Company is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, as the case may be, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary identity of the applicable Borrower. If ▇▇▇▇▇▇▇▇▇ the Company fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, provided that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar RateTerm SOFR Loans or Alternative Currency Term Rate Loans, as they case may be. If ▇▇▇▇▇▇▇▇▇ the Company requests a Borrowing of, conversion to, or continuation of Eurodollar RateTerm SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no No Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such the applicable Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Company, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative Currencya currency other than Dollars, in each case as described in the preceding subsectionclause. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Appropriate Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the Company; provided, however, provided that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurodollar RateTerm SOFR Loan or Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar RateTerm SOFR Loan or Alternative Currency Term Rate LoanLoans. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar RateTerm SOFR Loans or Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Alternative Currency Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar RateTerm SOFR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Committed Term Borrowings, all conversions of Committed Term Loans from one Type to the other, and all continuations of Committed Term Loans as the same Type, there shall not be more than ten four (4) Interest Periods in effect in respect of the Term Facility. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than twelve (12) Interest Periods in effect in respect of the Revolving Facility. (f) Notwithstanding anything to the contrary in this Agreement, (i) any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent and such Lender and (ii) to the extent any Loan bearing interest at the Eurodollar Rate (as such term was defined in this Agreement immediately prior to giving effect to the First Amendment) is outstanding on the First Amendment Effective Date, such Loan shall continue to bear interest at the Eurodollar Rate (but, for the avoidance of doubt, the “Applicable Rate” for such Loans shall be the Applicable Rate for Term SOFR Loans being determined in accordance with this Agreement (after giving effect to the First Amendment)) until the end of the current Interest Period or payment period applicable to such Loan. (g) With respect to any SOFR, Term SOFR, Alternative Currency Daily Rate, and Alternative Currency Term Rate, the Administrative Agent will have the right to make Alternative Currency Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Alternative Currency Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to Committed Loans. 172003018any such amendment effected, the Administrative Agent shall post each such amendment implementing such Alternative Currency Conforming Changes to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Credit Agreement (Hain Celestial Group Inc)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loans or Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Company’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. 9:00 a.m. (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuationcontinuations, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans and or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c2.03(f) and 2.05(c2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Company is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be convertedconverted (in the case of Committed Loans), (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowedborrowed (in the case of Committed Loans), and (vii) if applicable, the Subsidiary Designated Borrower. If ▇▇▇▇▇▇▇▇▇ the Company fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in U.S. Dollars. If ▇▇▇▇▇▇▇▇▇ the Company fails to specify a Type of Committed Loan in a Committed Loan Notice requesting a Committed Borrowing, or if ▇▇▇▇▇▇▇▇▇ the Company fails to give a timely notice requesting a conversion or continuationcontinuation in any Committed Loan Notice, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with with, if applicable, an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate LoansLoan. If ▇▇▇▇▇▇▇▇▇ the Company requests a Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no No Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a Facilityin respect of any Committed Loans, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Company, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Term SOFR Loans denominated in an or Alternative CurrencyCurrency Term Rate Loans, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m.11:00 a.m., in the case of any Committed Loan denominated in U.S. Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan NoticeNotice or, as to Loans to be made on the Closing Date as to which Advance Funding Arrangements are in effect, in accordance with the terms thereof. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the Company; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in U.S. Dollars is given by ▇▇▇▇▇▇▇▇▇the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term SOFR Loans and Alternative Currency Term Rate Loan Loans may be continued or converted only on the last day of an Interest Period for such Term SOFR Loan or Alternative Currency Term Rate Loan. During the existence of a Default, no Loans may be requested as, converted to Alternative Currency Daily Rate Loans or converted to or continued as Term SOFR Loans or Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders; provided, however, that without the consent of the Required Lenders any Alternative Currency Term Rate Loan may be continued only for a one month Interest Period at any time that a Default has occurred and is continuing and no Event of Default has occurred and is continuing. At any time that an Event of Default has occurred and is continuing, the Required Lenders may demand that any or all of the then outstanding Alternative Currency Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans or Alternative Currency Term Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen Interest Periods in effect with respect to Committed Loans. (f) Each Lender may, at its option, make any Borrowings available to a Designated Borrower that is a Foreign Obligor by causing an Affiliate or branch of such Lender to make such Borrowings available; provided that any exercise of such option shall not affect the obligation of such Designated Borrower to repay such Borrowings in accordance with the terms of this Agreement. 172003018Additionally, (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. (g) With respect to any Relevant Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Credit Agreement (Jacobs Solutions Inc.)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term Rate Loan SOFR Committed Loans and Alternative Currency Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. a.m. (i) in the case of Daily SOFR Loans, on the first Business Day immediately prior to the requested date of any Borrowing of Daily SOFR Loans or of any conversion of Daily SOFR Loans to Base Rate Loans; (ii) in the case of Term SOFR Committed Loans, two (2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Committed Loans or of any conversion of Term SOFR Committed Loans to Base Rate Committed Loans or Daily SOFR Loans, (iiiii) in the case of Alternative Currency Loans, 11:00 a.m. four three (3) Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case or continuation of Alternative Currency Term Rate Loans, any continuation, and (iiiiv) with respect to Base Rate Committed Loans, on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Term SOFR Committed Loans and Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 500,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans or Daily SOFR Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Committed Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate Loans. If ▇▇▇▇▇▇▇▇▇ requests a Borrowing of, conversion to, or continuation of Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1be (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic continuation or conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative Currencya currency other than Dollars, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan NoticeNotice or, as to Loans to be made on the Closing Date as to which Advance Funding Arrangements are in effect, in accordance with the terms thereof. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a each Term Rate SOFR Committed Loan and Alternative Currency Loan may be continued or converted only on the last day of an Interest Period for such Term Rate Loan. During the existence of a Default, if so required by the Required Lenders, no Loans may be requested as, converted to or continued as Term Rate SOFR Committed Loans (whether in Dollars or any and/or Alternative Currency) without the consent of the Required LendersCurrency Loans, as applicable, and the Required Lenders may may, if written notice of such Default has previously been delivered to the Borrower, demand that any or all of the then then-outstanding Term Rate Loans denominated in an Alternative Currency Loans be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for each Term SOFR Committed Loan and Alternative Currency Loan upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to all Loans that are Term SOFR Committed Loans and Alternative Currency Loans. 172003018.

Appears in 1 contract

Sources: Credit Agreement (Tanger Properties LTD Partnership /Nc/)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Eurodollar Rate Loans or Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Company’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (noon) (Eastern time (for any Dollar-denominated or Canadian Dollar-denominated Loan request) or London time (for any Alternative Currency-denominated (other than Canadian Dollar-denominated) Loan request) (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Eurodollar Rate Loans denominated in Dollars or of any conversion of Term SOFR Eurodollar Rate Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case or continuation of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Term SOFR Eurodollar Rate Loans and or Alternative Currency Loans Term Rate Loan shall be in a principal amount of equal to the Dollar Equivalent of $2,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 500,000 in excess thereofthereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.04(c2.03(c) and 2.05(c2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of equal to the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereofthereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Company is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, as the case may be, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary identity of the applicable Borrower. If ▇▇▇▇▇▇▇▇▇ the Company fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, provided that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as they case may be. If ▇▇▇▇▇▇▇▇▇ the Company requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no No Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such the applicable Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Company, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative Currencya currency other than Dollars, in each case as described in the preceding subsectionclause. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Appropriate Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the Company; provided, however, provided that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurodollar Rate Loan or Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan or Alternative Currency Term Rate LoanLoans. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans or Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Alternative Currency Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Committed Term Borrowings, all conversions of Committed Term Loans from one Type to the other, and all continuations of Committed Term Loans as the same Type, there shall not be more than ten four (4) Interest Periods in effect in respect of the Term Facility. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than twelve (12) Interest Periods in effect in respect of the Revolving Facility. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent and such Lender (g) With respect to any Alternative Currency Daily Rate, the Administrative Agent will have the right to make Alternative Currency Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Alternative Currency Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to Committed Loans. 172003018any such amendment effected, the Administrative Agent shall post each such amendment implementing such Alternative Currency Conforming Changes to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Credit Agreement (Hain Celestial Group Inc)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term Eurocurrency Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (i) two three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Eurocurrency Rate Loans denominated in Dollars or of any conversion of Term SOFR Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, or continuation of Eurocurrency Rate Loans denominated in the case of Alternative Currency Term Rate Loans, any continuationCurrencies, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 500,000 in excess thereof; provided, that a Borrowing of Eurocurrency Rate Loans that are Revolving Loans may be in a principal amount equal to the entire unused balance of the Aggregate Revolving Commitments, and a Borrowing of Eurocurrency Rate Loans that results from a conversion to or continuation of Eurocurrency Rate Loans may be in a principal amount equal to the principal amount of the applicable outstanding Borrowing. Except as provided in Sections 2.04(c2.03(c) and 2.05(c2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof; provided, that a Borrowing of Base Rate Committed Loans that are Revolving Loans may be in a principal amount equal to the entire unused balance of the Aggregate Revolving Commitments, and a Borrowing of Base Rate Committed Loans that results from a conversion of Eurocurrency Rate Loans may be in a principal amount equal to the principal amount of the applicable outstanding Borrowing. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the applicable Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, borrowed and (vii) if applicable, the Subsidiary Designated Borrower. If ▇▇▇▇▇▇▇▇▇ a Borrower fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ a Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made or continued as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are denominated in an Alternative Currency Term Rate LoansCurrency, such Loans shall be continued as Alternative Currency Term Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Eurocurrency Rate Loans. If ▇▇▇▇▇▇▇▇▇ a Borrower requests a Borrowing of, conversion to, or continuation of Term Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no No Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each applicable Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇a Borrower, the Administrative Agent shall notify each applicable Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative Currencya currency other than Dollars, in each case as described in the preceding subsectionclause. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each applicable Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (andor, if such Borrowing is made on the initial Credit ExtensionClosing Date, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD a Borrowing of Revolving Loans denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇a Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Term Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten 10 Interest Periods in effect with respect to Committed Loans. 172003018. (f) This Section 2.02 shall not apply to Swing Line Loans.

Appears in 1 contract

Sources: Credit Agreement (Methode Electronics Inc)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loan or Alternative Currency Term Rate Loan shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (i) in the case of Term SOFR Loans, two Business Days prior to the requested date of any Borrowing ofBorrowing, continuation of or conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. 1:00 p.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date of any Borrowing of SOFR Daily Floating Rate Loans or Base Rate Committed Loans. Each Borrowing of, continuation of or conversion to Term SOFR Loans or SOFR Daily Floating Rate Loans and each Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c2.03(f), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the applicable Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the currency and principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary BorrowerDesignated Borrower requesting the Borrowing. If ▇▇▇▇▇▇▇▇▇ the Company fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Committed Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one (1) month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to If the applicable Term Rate Loans. If ▇▇▇▇▇▇▇▇▇ Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(apursuant to Section 2.12(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) currency of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the applicable Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Alternative Currency Term Rate Loans denominated in an Alternative Currency, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 3:00 p.m., in the case of any Committed Loan Loans denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case case, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇such Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, and second, shall be made available to the applicable such Borrower as provided above. (c) Except as otherwise provided herein, a Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Term SOFR Loan Alternative Currency Term Rate Loan. During the existence of a Default, no Committed Loans may be requested as, continued as or converted to Term SOFR Loans, SOFR Daily Floating Rate Loans, Alternative Currency Daily Rate Loans or continued as Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) Loans, as applicable, without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, Borrowings and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018. (e) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent, and such Lender. (f) With respect to any Alternative Currency Daily Rate, Term SOFR or SOFR, the Administrative Agent, in consultation with the Company, will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Credit Agreement (Arthur J. Gallagher & Co.)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loans or an Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuationcontinuations, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans and or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 10,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 2,000,000 or a whole multiple of the Dollar Equivalent of $100,000 1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ the Borrower fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with with, if applicable, an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate SOFR Loans. If ▇▇▇▇▇▇▇▇▇ the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in pursuant to Sections 2.13(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid prepaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Term SOFR Loans denominated in an or Alternative CurrencyCurrency Term Rate Loans, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing denominated in Dollars is given by ▇▇▇▇▇▇▇▇▇the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, and second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term SOFR Loans and Alternative Currency Term Rate Loan Loans may be continued or converted only on the last day of an Interest Period for such Term SOFR Loan or Alternative Currency Term Rate Loan. During the existence of a Default, no Loans may be requested as, converted to Alternative Currency Daily Rate Loans or converted to or continued as Term SOFR Loans or Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders. At any time that an Event of Default has occurred and is continuing, and the Required Lenders may demand that any or all of the then outstanding Alternative Currency Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018. (e) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or any portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender. (f) With respect to any Relevant Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Credit Agreement (Lowes Companies Inc)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loans or Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Borrower’s irrevocable notice to the Administrative AgentAgent and the Custodian (with a copy to the Collateral Administrator), which may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Noticein writing, including via email. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (ia) two one Business Day prior to the requested date of any Borrowing of, conversion to or continuation of any Term SOFR Loans, (b) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four Loans and (c) on the Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date Day of any Borrowing orof, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date conversion to or continuation of any Borrowing of Base Rate Loan. Each written notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed LoansLoan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Loans and or Alternative Currency Loans shall be in a principal amount of, in the case of the Dollar Equivalent of Dollar-denominated Loans $2,000,000 500,000 or a whole multiple of the $100,000 in excess thereof (or, in each case, Dollar Equivalent thereof) or, in the amount of $1,000,000 in excess thereofthe unused portion of the Commitments. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof (or, in each case, Dollar Equivalent thereof) or in the amount of the unused portion of the Commitments. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or continued or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) the requested Eligible Currency in which such Loan is to be made and (vi) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Term SOFR Loans; providedprovided that, howevernotwithstanding anything to the contrary herein, that the Borrower may make such specifications of the Type or Types of Committed Loans in the case form of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate Loans. If ▇▇▇▇▇▇▇▇▇ requests a Borrowing of, conversion to, or continuation of Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1standing instructions. (b) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Borrower, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative Currency, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., (i) in the case of any a Term SOFR Loan or Alternative Currency Loan, 1:00 p.m. on the Business Day specified in the applicable Committed Loan denominated in Dollars, Notice and not later than the Applicable Time specified by the Administrative Agent (ii) in the case of any Committed AC Loan denominated in an Alternative Currencya Base Rate Loan, in each case 5:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing is given by ▇▇▇▇▇▇▇▇▇, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided aboveBorrower. (c) Except as otherwise provided herein, a Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Term Rate Loanunless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of a Default, no Loans may be requested as, or converted to Term SOFR Loans or Alternative Currency Daily Rate Loans or converted to or continued as Term SOFR Loans or Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) Loans, as applicable, without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall provide prompt written notice to the Company and the Lenders of any change in the Prime Rate used in determining the Base Rate promptly following the public announcement of such change (e) With respect to SOFR, Term SOFR or any Alternative Currency Daily Rate, the Administrative Agent will have the right to make Conforming Changes and Alternative Currency Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes and Alternative Currency Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes and Alternative Currency Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective. (f) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018.

Appears in 1 contract

Sources: Credit Agreement (Blackstone Secured Lending Fund)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loan or Alternative Currency Term Rate Loan shall be made upon the applicable ▇▇▇▇▇▇▇▇▇’▇ ’s irrevocable notice to the Administrative Agent, which may be given by: by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (i) in the case of Term SOFR Loans, two Business Days prior to the requested date of any Borrowing ofBorrowing, continuation of or conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. 1:00 p.m. four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date of any Borrowing of SOFR Daily Floating Rate Loans or Base Rate Committed Loans. Each Borrowing of, continuation of or conversion to Term SOFR Loans or SOFR Daily Floating Rate Loans and each Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c2.03(f), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ the applicable Borrower is requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ fails to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ fails to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate Loans. If ▇▇▇▇▇▇▇▇▇ requests a Borrowing of, conversion to, or continuation of Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1 (b) Following receipt of a Committed Loan Notice for a Facility, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative Currency, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed AC Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing is given by ▇▇▇▇▇▇▇▇▇, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. (c) Except as otherwise provided herein, a Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Term Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (d) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018,

Appears in 1 contract

Sources: Credit Agreement (Arthur J. Gallagher & Co.)

Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of a Term SOFR Loans or Alternative Currency Term Rate Loan Loans shall be made upon ▇▇▇▇▇▇▇▇▇’▇ the Borrowers’ irrevocable notice to the Administrative AgentAgent and the Account Bank (with a copy to the Collateral Administrator), which may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Noticein writing, including via email. Each such Committed Loan Notice notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (ia) two one Business Day prior to the requested date of any Borrowing of, conversion to or continuation of any Term SOFR Loans, (b) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Committed Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four Loans and (c) on the Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date Day of any Borrowing orof, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date conversion to or continuation of any Borrowing of Base Rate Loan. Each written notice by the Borrowers pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed LoansLoan Notice, appropriately completed and signed by a Responsible Officer of each Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Loans and or Alternative Currency Loans shall be in a principal amount of, in the case of the Dollar Equivalent of Dollar-denominated Loans $2,000,000 500,000 or a whole multiple of the $100,000 in excess thereof (or, in each case, Dollar Equivalent thereof) or, in the amount of $1,000,000 in excess thereofthe unused portion of the Commitments. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof (or, in each case, Dollar Equivalent thereof) or in the amount of the unused portion of the Commitments. Notwithstanding the foregoing, in the case of a Borrowing in any Eligible Currency other than Dollars, there shall be no required minimum amount or integral multiple if after giving effect to such Borrowing no Currency Amount Shortfall would exist. Each Committed Loan Notice shall specify (i) whether ▇▇▇▇▇▇▇▇▇ is the Borrowers are requesting a Committed AC Borrowing, a Committed USD Borrowing, a conversion of Committed AC Loans or Committed USD Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or continued or to which existing Committed AC Loans or Committed USD Loans are to be converted, (v) the requested Eligible Currency in which such Loan is to be made and (vi) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed AC Loans to be borrowed, and (vii) if applicable, the Subsidiary Borrower. If ▇▇▇▇▇▇▇▇▇ fails to specify a currency in a Committed Loan Notice requesting a Committed AC Borrowing, then the Committed AC Loans so requested shall be made in Dollars. If ▇▇▇▇▇▇▇▇▇ fails Borrowers fail to specify a Type of Committed Loan in a Committed Loan Notice or if ▇▇▇▇▇▇▇▇▇ fails the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Committed AC Loans or Committed USD Loans shall be made as, or converted to, Base Rate Term SOFR Loans; providedprovided that, howevernotwithstanding anything to the contrary herein, that the Borrowers may make such specifications of the Type or Types of Committed Loans in the case form of a failure to timely request a continuation of Committed AC Loans which are Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Rate Loansstanding instructions. If ▇▇▇▇▇▇▇▇▇ requests the Borrowers request a Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any such Committed Loan Notice, but fails fail to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Sections 2.13(a) and 3.03, no Committed Loan may be converted into or continued as a Committed AC Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed AC Loan and reborrowed in the other currency. 172003018 161402032v1. (ba) Following receipt of a Committed Loan Notice for a FacilityNotice, the Administrative Agent shall promptly notify each Lender under such Facility of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by ▇▇▇▇▇▇▇▇▇the Borrowers, the Administrative Agent shall notify each Lender under the applicable Facility of the details of any automatic conversion to Base Rate Loans or continuation of Committed AC Loans denominated in an Alternative Currency, in each case as described in the preceding subsection. In the case of a Committed AC Borrowing or a Committed USD Borrowing, each Lender under the applicable Facility shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., (i) in the case of any a Term SOFR Loan or Alternative Currency Loan, 1:00 p.m. on the Business Day specified in the applicable Committed Loan denominated in Dollars, Notice and not later than the Applicable Time specified by the Administrative Agent (ii) in the case of any Committed AC Loan denominated in an Alternative Currencya Base Rate Loan, in each case 5:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to ▇▇▇▇▇▇▇▇▇ or the other applicable Borrower Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower the Borrowers on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by ▇▇▇▇▇▇▇▇▇; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed USD Borrowing is given by ▇▇▇▇▇▇▇▇▇, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided aboveBorrowers. (cb) Except as otherwise provided herein, a Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Term Rate Loanunless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewith. During the existence of a Default, no Loans may be requested as, or converted to Term SOFR Loans or Alternative Currency Daily Rate Loans or converted to or continued as Term SOFR Loans or Alternative Currency Term Rate Loans (whether in Dollars or any Alternative Currency) Loans, as applicable, without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. (dc) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 172003018. (d) With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective.

Appears in 1 contract

Sources: Credit Agreement (Blackstone Infrastructure Strategies L.P.)