Making Advances. (a) Each Borrowing of Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 12:00 noon Dallas, Texas time, three Business Days prior to the proposed date of the Borrowing, in the case of LIBOR Advances, and (ii) not later than 10:00 a.m. Dallas, Texas time on the date of such Borrowing, in the case of Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy, promptly confirmed by letter, in substantially the form of Exhibit C hereto specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day; (ii) the amount of such proposed Borrowing which, (A) shall not when aggregated together with (without duplication) the sum of (I) all other outstanding Advances, plus (II) the undrawn face amount of all outstanding Letters of Credit, plus (III) reimbursement obligations under Article III hereof, exceed the Available Commitment, and (B) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof; (iii) the Type of Advances of which the Borrowing is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Interest Period shall be one month. Each Lender shall, before 1:00 p.m. on the date of each Advance (other than a Refinancing Advance), make available to Administrative Agent Bank of America Plaza 901 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ch Lender's Specified Percentage of the aggregate Advances, to be made on that day in immediately available funds. (b) Unless any applicable condition specified in Article V hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Loan promptly available to the Borrower (other than with respect to a Refinancing Advance) at such account as shall have been specified by the Borrower. (c) After giving effect to any Borrowing, (i) there shall not be more than five different Interest Periods in the aggregate in effect under the Loan and (ii) the aggregate principal of the sum of (without duplication) (A) outstanding Advances, plus (B) the undrawn face amount of all outstanding Letters of Credit, plus (C) reimbursement obligations under Article III hereof, shall not exceed the Available Commitment. (d) No Interest Period for a Borrowing under the Loan shall extend beyond the Maturity Date. (e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Specified Percentage of any Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a), and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the Borrower agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. (f) The failure by any Lender to make available its Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure by the Borrower to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.
Appears in 1 contract
Sources: Credit Agreement (Telergy Inc /Ny)
Making Advances. (a) Each Borrowing of Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 12:00 noon Dallas, Texas time, 10:00 a.m. three Business Days prior to the proposed date of the proposed Borrowing, in the case of Advances which are LIBOR Advances, Advances and (ii) not later than 10:00 a.m. Dallas, Texas time on 3:00 p.m. one Business Day prior to the date of such the proposed Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopytelecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit C D hereto specifying therein:
(i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver Loan or the Special Purpose Loan;
(ii) the Type of Advances of which the Borrowing is to be comprised;
(iii) the amount of such proposed Borrowing which, (A) shall not when aggregated together with (without duplication) the sum of respect to Advances drawn under (I) all other the Revolver Loan, shall not exceed the unused portion of the Revolver Commitment less outstanding Advances, plus Letters of Credit and reimbursement obligations and (II) the undrawn face amount of all outstanding Letters of CreditSpecial Purpose Loan, plus (III) reimbursement obligations under Article III hereof, shall not exceed the Available unused portion of the Special Purpose Commitment, if any, and (B) shallshall (I) in the case of a Borrowing of Base Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver Commitment or Special Purpose Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $1,000,000 5,000,000 or an integral multiple of $500,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $500,000 or an integral multiple of $100,000 1,000,000 in excess thereof;
(iii) the Type of Advances of which the Borrowing is to be comprised; and
(iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify (a) whether such Borrowing is under the Revolver Loan or the Special Purpose Loan, then such Borrowing shall be deemed to be made under the Revolver Loan, (b) the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. on the date of each Advance under the Revolver Loan and the Special Purpose Loan hereunder (other than a Refinancing Advance), or on the Closing Date with respect to the initial Term Loan Advance, make available to Administrative Agent Bank of America Plaza Agent, at its office at NationsBank Plaza, 901 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ , ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇ch Lender's Revolver Specified Percentage or Special Purpose Specified Percentage, as applicable, of the aggregate AdvancesAdvances under the Revolver Loan or Special Purpose Loan, as applicable, to be made on that day in immediately available funds, or such Lender's Term Loan Specified Percentage of the initial Term Loan Advance to be made on the Closing Date in immediately available funds.
(b) Unless any applicable condition specified in Article V hereof IV has not been satisfied, Administrative Agent will make the funds on Advances under the Loan promptly available to the Borrower (other than with respect to a Refinancing Advance) by either (i) wiring such amounts pursuant to any wiring instructions, or (ii) depositing such amount in the account of the Borrower at such account the Administrative Agent, in each case as shall have been specified by the BorrowerBorrower to the Administrative Agent in writing.
(c) After giving effect to any Borrowing, (i) there shall not be more than five seven different Interest Periods in the aggregate in effect under the Loan and (ii) the aggregate principal amount of outstanding Advances under (A) the Revolver Loan, plus the sum of (without duplication) (A) the outstanding Advances, plus (B) the undrawn face amount of all outstanding the Letters of Credit, plus (C) and reimbursement obligations under Article III hereof, shall not exceed the Available Revolver Commitment and (B) the Special Purpose Loan shall not exceed the Special Purpose Commitment.
(d) No Interest Period for a Borrowing under the Loan applicable to any Advance shall extend beyond the Maturity Date.
(e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Applicable Specified Percentage of any Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a)) hereof, and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the Borrower severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate.
(f) The failure by any Lender to make available its Applicable Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Applicable Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance.
(g) The Borrower and the Parent shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure by the Borrower to fulfill, on or before the date specified for the an Advance, the conditions to the Advance set forth herein (including a Refinancing Advance) or (ii) the Borrower's requesting that an Advance (including a Refinancing Advance) not be made on the date specified in the Borrowing Notice.
Appears in 1 contract
Making Advances. (a) Each Borrowing of Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 12:00 noon Dallas, Texas time, 10:00 a.m. three Business Days prior to the proposed date of the proposed Borrowing, in the case of Advances which are LIBOR Advances, Advances and (ii) not later than 10:00 a.m. Dallas, Texas time on the date of such Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopytelecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit C hereto specifying therein:: ---------
(i) the date of such proposed Borrowing, which shall be a Business Day;
(ii) the Type of Advances of which the Borrowing is to be comprised;
(iii) the amount of such proposed Borrowing which, which (A) shall not when aggregated together with (without duplication) exceed the sum unused portion of (I) all other outstanding Advances, plus (II) the undrawn face amount of all Revolver Commitment less outstanding Letters of Credit, plus (III) Credit and reimbursement obligations under Article III hereof(or if any Letter of Credit or reimbursement obligation shall be in a currency other than Dollars, exceed the Available Commitment, Dollar equivalent of such currency) and (B) shallshall (I) in the case of a Borrowing of Base Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Revolver Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $1,000,000 5,000,000 or an integral multiple of $500,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $500,000 or an integral multiple of $100,000 1,000,000 in excess thereof;
(iii) the Type of Advances of which the Borrowing is to be comprised; and
(iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. on the date of each Advance under the Revolver Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent Bank of America Plaza 901 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇Agent, at its office at ▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇., ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇ch ▇▇▇-▇▇▇▇, attn: ▇▇▇▇▇ Steezes, tel. (▇▇▇) ▇▇▇ ▇▇▇▇, such Lender's Revolver Specified Percentage of the aggregate AdvancesAdvances under the Revolver Loan, to be made on that day in immediately available funds.
(b) Unless any applicable condition specified in Article V hereof IV has not been satisfied, Administrative Agent will make the funds on Advances under the Loan promptly available to the Borrower (other than with respect to a Refinancing Advance) by either (i) wiring such amounts pursuant to any wiring instructions, or (ii) depositing such amount in the account of the Borrower at such account the Administrative Agent, in each case as shall have been specified by the BorrowerBorrower to the Administrative Agent in writing.
(c) After giving effect to any Borrowing, (i) there shall not be more than five three different Interest Periods in the aggregate in effect under the Loan and (ii) the aggregate principal amount of outstanding Advances under the Revolver Loan, plus the sum of (without duplication) (A) the outstanding Advances, plus (B) amount available to be drawn of the undrawn face amount of all outstanding Letters of Credit, plus (C) and reimbursement obligations under Article III hereof(or if any Letter of Credit or reimbursement obligation shall be denominated in a currency other than Dollars, the Dollar equivalent of such currency) shall not exceed the Available Revolver Commitment.
(d) No Interest Period for a Borrowing under the Loan shall extend beyond the Maturity Date.
(e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Specified Percentage of any Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a), and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the Borrower agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate.
(f) The failure by any Lender to make available its Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance.
(g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure by the Borrower to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.
Appears in 1 contract
Making Advances. (a) Each Borrowing of Advances shall be made upon the written notice of the Borrower, received by Administrative Agent Lender not later than (i) 12:00 noon Dallas, Texas time, 10:00 a.m. three Business Days prior to the proposed date of the proposed Borrowing, in the case of Revolving Advances which are LIBOR Advances, Advances and (ii) not later than 10:00 a.m. Dallas, Texas time on the date of such Borrowing, in the case of Revolving Advances or Swingline Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopytelecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit C D hereto specifying therein:
(i) the date of such proposed Borrowing, which shall be a Business Day;
(ii) if such Advance is to be a Revolving Advance, the Type of Advances of which the Borrowing is to be comprised;
(iii) the amount of such proposed Borrowing which, (A) in the case of Advances, shall not when aggregated together with (without duplication) the sum of (I) all other outstanding Advances, plus (II) the undrawn face amount of all outstanding Letters of Credit, plus (III) reimbursement obligations under Article III hereof, exceed the Available unused portion of the Commitment, and (B) shall, in the case of a Borrowing of LIBOR AdvancesBase Advances under the Revolving Loan, be in an amount of not less than $1,000,000 100,000 or an integral multiple of $500,000 50,000 in excess thereof and(or any lesser amount if such amount is the remaining undrawn portion under the Commitment), (C) shall, in the case of a Borrowing under the Revolving Loan of Base Rate LIBOR Advances, be in an amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof;
, or (iiid) in the Type case of Advances a Borrowing of which the Borrowing is to be comprisedSwingline Advances, any dollar amount; and
(iv) if the Borrowing under the Revolving Loan is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Lender shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. on the date of each Advance under the Revolving Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent Bank of America Plaza 901 ▇▇▇▇ ▇▇▇Lender, at its office at NationsBank Plaza, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ch , such Lender's Specified Percentage of the aggregate Advances, Advances to be made on that day in immediately available funds.
(b) Unless any applicable condition specified in Article V hereof IV has not been satisfied, Administrative Agent Lender will make the funds on Advances under the Loan promptly available to the Borrower (other than with respect to a Refinancing Advance) by either (i) wiring such amounts pursuant to any wiring instructions, or (ii) depositing such amount in the account of the Borrower at such account the Administrative Lender, in each case as shall have been specified by the BorrowerBorrower to the Administrative Lender in writing.
(c) After giving effect to any Borrowing, (i) there shall not be more than five different Interest Periods in the aggregate in effect under the Loan and (ii) the aggregate principal amount of the sum of (without duplication) (A) outstanding Advances, plus (B) the undrawn face amount of all outstanding Letters of Credit, plus (C) and reimbursement obligations under Article III hereof, shall not exceed the Available Commitment.
(d) No Interest Period for a Borrowing under the Loan applicable to any Advance shall extend beyond the Maturity Date.
(e) Unless a Lender shall have notified Administrative Agent Lender prior to the date of any Revolving Advance that it will not make available its Specified Percentage of any Revolving Advance, Administrative Agent Lender may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a)) hereof, and Administrative Agent Lender may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative AgentLender, such Lender and the Borrower severally agree to repay to Administrative Agent Lender immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative AgentLender, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate.
(f) The failure by any Lender to make available its Specified Percentage of any Revolving Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any Revolving Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Revolving Advance.
(g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure by the Borrower to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.
Appears in 1 contract
Making Advances. (a) Each Borrowing of Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 12:00 noon Dallas, Texas time, three Business Days prior to the proposed date of the Borrowing, in the case of LIBOR Advances, and (ii) not later than 10:00 a.m. Dallas, Texas time on the date of such Borrowing, in the case of Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy, promptly confirmed by letter, in substantially the form of Exhibit C hereto specifying therein:three
(i) the date of such proposed Borrowing, which shall be a Business Day;
(ii) the Type of Advances of which the Borrowing is to be comprised, and whether such Borrowing is a Revolver Advance, a Swingline Advance, a Term Loan A Advance or a Term Loan B Advance (provided that, other than with respect to the Term Loan A Initial Advance and the Term Loan B Initial Advance, all such borrowings under the Term Loan A and the Term Loan B shall be Refinancing Advances);
(iii) the amount of such proposed Borrowing which, (A) in the case of Advances under the Revolver Loan, shall not when aggregated together with exceed the unused portion of the Commitment, in the case of Advances under the Swingline Loan, shall not exceed the unused portion of the Swingline Commitment, in the case of the Term Loan A Initial Advance, shall not exceed the Term Loan A amount of $125,000,000, and in the case of the Term Loan B Initial Advance, shall not exceed the Term Loan B amount of $110,000,000, (without duplicationB) shall, in the sum case of (I) all a Borrowing of Base Advances other outstanding than Swingline Advances, plus (II) the undrawn face be in an amount of all outstanding Letters not less than $500,000 or an integral multiple of Credit, plus $50,000 in excess thereof (IIIor any lesser amount if such amount is the remaining undrawn portion under the Commitment) reimbursement obligations under Article III hereof, exceed the Available Commitment, and (BC) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $500,000 5,000,000 or an integral multiple of $100,000 in excess thereof;
(iii) the Type of Advances of which the Borrowing is to be comprised; and
(iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent shall promptly notify Lenders of each such notice except any notice with respect to a Swingline Advance. Each Lender shall, before 1:00 p.m. on the date of each Advance hereunder (other than a Refinancing Advance or Swingline Advance), make available to Administrative Agent Agent, at its office at Bank of America Plaza Plaza, 901 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ , ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ch , such Lender's Applicable Specified Percentage of the aggregate Advances, Advances to be made on that day in immediately available funds.
(b) Unless any applicable condition specified in Article V hereof IV has not been satisfied, Administrative Agent will make the funds on Advances under the Loan promptly available to the Borrower (other than with respect to a Refinancing Advance or a Swingline Advance) at such account as shall have been specified by the Borrower.)
(c) After giving effect to any Borrowing, (i) there shall not be more than five ten different Interest Periods in the aggregate in effect under the Loan and effect, (ii) the aggregate principal of the sum of (without duplication) (A) outstanding Advances, plus (B) the undrawn face amount of all outstanding Letters of Credit, plus (C) reimbursement obligations under Article III hereof, Revolver Advances shall not exceed the Available Commitment, and (iii) the aggregate principal amount of outstanding Swingline Advances shall not exceed the Swingline Commitment.
(d) No Interest Period for a Borrowing under the applicable to any Revolver Advance and Term Loan A Advance shall extend beyond the First Maturity Date, and no Interest Period applicable to any Term Loan B Advance shall extend beyond the Final Maturity Date.
(e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Applicable Specified Percentage of any such Advance (that is not a Refinancing Advance or a Swingline Advance), the Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a)) hereof, and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the Borrower severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate.
(f) The failure by any Lender to make available its Applicable Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Applicable Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance.
(g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure by the Borrower to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.
(h) In the case of Swingline Advances, the Borrower shall give the Swingline Bank and the Administrative Agent irrevocable telephonic notice in accordance with Section 2.02(a) hereof on the date of any proposed Swingline Advance (provided, however, (i) the Borrower shall deliver written notice at least once a week confirming the telephonic notices given by the Borrower with respect to Swingline Advances during the immediately preceding week and (ii) that the Borrower's failure to confirm any telephonic notice in writing shall not invalidate any notice so given) of its intention to borrow or reborrow a Swingline Advance. Such If any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), each Lender hereby agrees that it shall forthwith purchase (as of the date on which the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Advances as shall be necessary to cause the Lenders to share in such Swingline Advances ratably based upon their Revolver Specified Percentages of the Commitment (determined before giving effect to any termination of the Commitment); provided that (i) all interest payable on the Swingline Advance shall be for the account
SECTION 5. Addition of Section 2.03(a)(iv). A new Section 2.03(a)(iv) shall be added to the end of Section 2.03(a) of the Credit Agreement to read in its entirety as follows:
Appears in 1 contract
Making Advances. (a) Each Borrowing of Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 12:00 noon Dallas, Texas time, 10:00 a.m. three Business Days prior to the proposed date of the proposed Borrowing, in the case of LIBOR Advances, Advances and (ii) not later than 10:00 a.m. Dallas, Texas time on the date of such Borrowing, in the case of Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopytelecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit C D hereto --------- specifying therein:
(i) the date of such proposed Borrowing, which shall be a Business Day;
(ii) the Type of Advances of which the Borrowing is to be comprised, and whether such Borrowing is a Revolver Advance, a Term Loan A Advance or a Term Loan B Advance (provided that, other than with respect to the Term Loan A Initial Advance and the Term Loan B Initial Advance, all such borrowings under the Term Loan A and the Term Loan B shall be Refinancing Advances);
(iii) the amount of such proposed Borrowing which, (A) in the case of Advances under the Revolver Loan, shall not when aggregated together with exceed the unused portion of the Commitment, in the case of the Term Loan A Initial Advance, shall not exceed the Term Loan A amount of $125,000,000, and in the case of the Term Loan B Initial Advance, shall not exceed the Term Loan B amount of $110,000,000, (without duplicationB) shall, in the sum case of (I) all other outstanding a Borrowing of Base Advances, plus (II) the undrawn face be in an amount of all outstanding Letters not less than $500,000 or an integral multiple of Credit, plus $50,000 in excess thereof (IIIor any lesser amount if such amount is the remaining undrawn portion under the Commitment) reimbursement obligations under Article III hereof, exceed the Available Commitment, and (BC) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $500,000 5,000,000 or an integral multiple of $100,000 in excess thereof;
(iii) the Type of Advances of which the Borrowing is to be comprised; and
(iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. on the date of each Advance hereunder (other than a Refinancing Advance), make available to Administrative Agent Agent, at its office at Bank of America Plaza 901 ▇▇▇▇ ▇▇▇Plaza, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ch , such Lender's Applicable Specified Percentage of the aggregate Advances, Advances to be made on that day in immediately available funds.
(b) Unless any applicable condition specified in Article V hereof IV has not been satisfied, Administrative Agent will make the funds on Advances under the Loan promptly available to the Borrower (other than with respect to a Refinancing Advance) at by wiring such account as shall have been amounts pursuant to any wiring instructions specified by the BorrowerBorrower to the Administrative Agent in writing.
(c) After giving effect to any Borrowing, (i) there shall not be more than five ten different Interest Periods in the aggregate in effect under the Loan and (ii) the aggregate principal of the sum of (without duplication) (A) outstanding Advances, plus (B) the undrawn face amount of all outstanding Letters of Credit, plus (C) reimbursement obligations under Article III hereof, Revolver Advances shall not exceed the Available Commitment.
(d) No Interest Period for a Borrowing under the applicable to any Revolver Advance and Term Loan A Advance shall extend beyond the First Maturity Date, and no Interest Period applicable to any Term Loan B Advance shall extend beyond the Final Maturity Date.
(e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Applicable Specified Percentage of any such Advance (that is not a Refinancing Advance), the Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a)) hereof, and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the Borrower severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate.
(f) The failure by any Lender to make available its Applicable Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Applicable Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance.
(g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure by the Borrower to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.
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Making Advances. (a) Each Borrowing of Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 12:00 noon Dallas, Texas time, 10:00 a.m. three Business Days prior to the proposed date of the proposed Borrowing, in the case of LIBOR Advances, Advances and (ii) not later than 10:00 a.m. Dallas, Texas time on the date of such Borrowing, in the case of Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopytelecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit C D hereto --------- specifying therein:
(i) the date of such proposed Borrowing, which shall be a Business Day;
(ii) the Type of Advances of which the Borrowing is to be comprised, and whether such Borrowing is a Revolver A Advance, Revolver B Advance, a Term Loan A Advance or a Term Loan B Advance (provided that, other than with respect to the Term Loan A Initial Advance and the Term Loan B Initial Advance, all such borrowings under the Term Loan A and the Term Loan B shall be Refinancing Advances);
(iii) the amount of such proposed Borrowing which, (A) in the case of Advances under the Revolver A Loan, shall not when aggregated together with exceed the unused portion of the Revolver A Commitment, in the case of Advances under the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment, in the case of the Term Loan A Initial Advance, shall not exceed the Term Loan A amount of $125,000,000, and in the case of the Term Loan B Initial Advance, shall not exceed the Term Loan B amount of $175,000,000, (without duplicationB) shall, in the sum case of (I) all other outstanding a Borrowing of Base Advances, plus (II) the undrawn face be in an amount of all outstanding Letters not less than $500,000 or an integral multiple of Credit, plus $100,000 in excess thereof (IIIor any lesser amount if such amount is the remaining undrawn portion under either of the Commitments) reimbursement obligations under Article III hereof, exceed the Available Commitment, and (BC) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $500,000 or an integral multiple of $100,000 1,000,000 in excess thereof;
(iii) the Type of Advances of which the Borrowing is to be comprised; and
(iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. on the date of each Advance hereunder (other than a Refinancing Advance), make available to Administrative Agent Agent, at its office at Bank of America Plaza 901 ▇▇▇▇ ▇▇▇Plaza, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ch , such Lender's Applicable Specified Percentage of the aggregate Advances, Advances to be made on that day in immediately available funds.
(b) Unless any applicable condition specified in Article V hereof IV has not been satisfied, Administrative Agent will make the funds on Advances under the Loan promptly available to the Borrower (other than with respect to a Refinancing Advance) at by wiring such account as shall have been amounts pursuant to any wiring instructions specified by the BorrowerBorrower to the Administrative Agent in writing.
(c) After giving effect to any Borrowing, (i) there shall not be more than five different Interest Periods in the aggregate in effect under the Loan and (ii) the aggregate principal of the sum of (without duplication) (A) outstanding Advances, plus (B) the undrawn face amount of all outstanding Letters of Credit, plus (C) reimbursement obligations under Article III hereof, Revolver A Advances shall not exceed the Available Revolver A Commitment and the aggregate principal amount of outstanding Revolver B Advances shall not exceed the Revolver B Commitment.
(d) No Interest Period for a Borrowing under the applicable to any Revolver Advance and Term Loan A Advance shall extend beyond the First Maturity Date, and no Interest Period applicable to any Term Loan B Advance shall extend beyond the Final Maturity Date.
(e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Applicable Specified Percentage of any such Advance (that is not a Refinancing Advance), the Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a)) hereof, and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the Borrower severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate.
(f) The failure by any Lender to make available its Applicable Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Applicable Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance.
(g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure by the Borrower to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.
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Making Advances. (a) Each Borrowing of Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 12:00 noon Dallas, Texas time, three Business Days prior to the proposed date of the Borrowing, in the case of LIBOR Advances, and (ii) not later than 10:00 a.m. Dallas, Texas time on the date of such Borrowing, in the case of Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy, promptly confirmed by letter, in substantially the form of Exhibit C hereto specifying therein:
(i) the date of such proposed Borrowing, which shall be a Business Day;
(ii) the Type of Advances of which the Borrowing is to be comprised;
(iii) the amount of such proposed Borrowing which, which (A) shall not when aggregated together with (without duplication) the sum of respect to Advances drawn under (I) all other outstanding Advancesthe Domestic Revolver Loan shall not exceed the unused portion of the Domestic Revolver Commitment, plus (II) the undrawn face amount Foreign Revolver Loan, shall not exceed the unused portion of all the Foreign Revolver Commitment less outstanding Letters of Credit, plus (III) Credit and reimbursement obligations under Article III hereof(or if any Letter of Credit or reimbursement obligation shall be in a currency other than Dollars, exceed the Available Commitment, Dollar equivalent of such currency) and (B) shallshall (I) in the case of a Borrowing of Base Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Domestic Revolver Commitment or the Foreign Revolver Commitment, respectively), and (II) in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $1,000,000 5,000,000 or an integral multiple of $500,000 1,000,000 in excess thereof and(or any lesser amount if such amount is the remaining undrawn portion under the Domestic Revolver Commitment or the Foreign Revolver Commitment, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof;
(iii) the Type of Advances of which the Borrowing is to be comprisedrespectively); and
(iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Interest Period shall be one monththree months. Administrative Agent shall promptly notify Lenders of each such notice. Each Lender shall, before 1:00 2:00 p.m. on the date of each Advance under the Domestic Revolver Loan or the Foreign Revolver Loan hereunder (other than a Refinancing Advance), make available to Administrative Agent Agent, at its office at Bank of America Plaza 901 ▇▇▇▇ ▇▇▇Plaza, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ch , such Lender's Domestic Revolver Specified Percentage and Foreign Revolver Specified Percentage of the aggregate AdvancesAdvances under the Loans, to be made on that day in immediately available funds.
(b) Unless any applicable condition specified in Article V hereof IV has not been satisfied, Administrative Agent will make the funds on Advances under the Loan promptly available to the applicable Borrower (other than with respect to a Refinancing Advance) by either (i) wiring such amounts pursuant to any wiring instructions, or (ii) depositing such amount in the account of the applicable Borrower at such account the Administrative Agent, in each case as shall have been specified by the Borrowerapplicable Borrower to the Administrative Agent in writing.
(c) After giving effect to any Borrowing, (i) there shall not be more than five seven different Interest Periods in the aggregate in effect under the Loan and (ii) the aggregate principal amount of the sum of (without duplication) outstanding Advances under (A) outstanding Advancesthe Domestic Revolver Loan shall not exceed the Domestic Revolver Commitment, plus and (B) the undrawn face Foreign Revolver Loan, plus the sum of the outstanding amount of available to be drawn under all outstanding Letters of Credit, plus (C) and reimbursement obligations under Article III hereof(or if any Letter of Credit or reimbursement obligation shall be denominated in a currency other than Dollars, the Dollar equivalent of such currency) shall not exceed the Available Foreign Revolver Commitment.
(d) No Interest Period for a Borrowing under the Loan applicable to any Advance shall extend beyond the Maturity Date.
(e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Applicable Specified Percentage of any Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a)) hereof, and Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the applicable Borrower severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the such Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the such Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate.
(f) The failure by any Lender to make available its Applicable Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Applicable Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance.
(g) The applicable Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure by the Borrower to fulfill, on or before the date specified for the an Advance, the conditions to the Advance set forth herein (including a Refinancing Advance) or (ii) the such Borrower's requesting that an Advance (including a Refinancing Advance) not be made on the date specified in the Borrowing Notice.
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Making Advances. (a) Each Borrowing of Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 12:00 noon Dallas, Texas time, three Business Days prior to the proposed date of the Borrowing, in the case of LIBOR Advances, and (ii) not later than 10:00 a.m. Dallas, Texas time on the date of such Borrowing, in the case of Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy, promptly confirmed by letter, in substantially the form of Exhibit C F hereto specifying therein:
(i) the date of such proposed Borrowing, which shall be a Business Day;
(ii) the amount of such proposed Borrowing which, (A) shall not when aggregated together with (without duplication) the sum of (I) all other outstanding Advances, plus (II) the undrawn face amount of all outstanding Letters of Credit, plus (III) reimbursement obligations under Article III hereof, Advances exceed the Available Commitment, and (B) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof;
(iii) the Type of Advances of which the Borrowing is to be comprised; and
(iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Interest Period shall be one month. Each Lender shall, before 1:00 p.m. on the date of each Advance (other than a Refinancing Advance), make available to Administrative Agent Bank of America Plaza 901 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ch Lender's Specified Percentage of the aggregate Advances, to be made on that day in immediately available funds.
(b) Unless any applicable condition specified in Article V IV hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Loan Facility promptly available to the Borrower (other than with respect to a Refinancing Advance) at such account as shall have been specified by the Borrower.
(c) After giving effect to any Borrowing, (i) there shall not be more than five ten different Interest Periods in the aggregate in effect under the Loan Facility and (ii) the aggregate principal of the sum of (without duplication) (A) outstanding Advances, Advances plus (B) the undrawn face amount portion of all outstanding Letters of Credit, plus (C) reimbursement obligations under Article III hereof, Credit shall not exceed the Available Commitment.
(d) No Interest Period for a Borrowing under the Loan Facility shall extend beyond the Maturity Date.
(e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Specified Percentage of any Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a), and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender shall not have made such amount available to Administrative Agent, such Lender and the Borrower severally agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate.
(f) The failure by any Lender to make available its Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance.
(g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure by the Borrower to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.
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Making Advances. (a) Each Borrowing of Advances shall be made upon the written notice of the Borrower, received by Administrative Agent not later than (i) 12:00 noon Dallas, Texas time, 10:00 a.m. three Business Days prior to the proposed date of the proposed Borrowing, in the case of Advances which are LIBOR Advances, Advances and (ii) not later than 10:00 a.m. Dallas, Texas time on 3:00 p.m. one Business Day prior to the date of such the proposed Borrowing, in the case of Advances which are Base Rate Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopytelecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit C D hereto specifying therein:
(i) the date of such proposed Borrowing, which shall be a Business Day, and whether such Borrowing will be under the Revolver Loan or the Special Purpose Loan;
(ii) the amount of such proposed Borrowing which, (A) shall not when aggregated together with (without duplication) the sum of (I) all other outstanding Advances, plus (II) the undrawn face amount of all outstanding Letters of Credit, plus (III) reimbursement obligations under Article III hereof, exceed the Available Commitment, and (B) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof and, in the case of a Borrowing of Base Rate Advances, be in an amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof;
(iii) the Type of Advances of which the Borrowing is to be comprised; and;
(iviii) if the amount of such proposed Borrowing is to be comprised of LIBOR Advanceswhich, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Interest Period shall be one month. Each Lender shall, before 1:00 p.m. on the date of each Advance (other than a Refinancing Advance), make available to Administrative Agent Bank of America Plaza 901 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ch Lender's Specified Percentage of the aggregate Advances, to be made on that day in immediately available funds.
(bA) Unless any applicable condition specified in Article V hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Loan promptly available to the Borrower (other than with respect to a Refinancing Advance) at such account as shall have been specified by the Borrower.
Advances drawn under (c) After giving effect to any Borrowing, (i) there shall not be more than five different Interest Periods in the aggregate in effect under the Loan and (iiI) the aggregate principal of the sum of (without duplication) (A) outstanding Advances, plus (B) the undrawn face amount of all outstanding Letters of Credit, plus (C) reimbursement obligations under Article III hereofRevolver Loan, shall not exceed the Available unused portion of the Revolver Commitment less outstanding Letters of Credit and reimbursement obligations and (II) the Special Purpose Loan, shall not exceed the unused portion of the Special Purpose Commitment.
(d) No Interest Period for a Borrowing under the Loan shall extend beyond the Maturity Date.
(e) Unless a Lender shall have notified Administrative Agent prior to the date of any Advance that it will not make available its Specified Percentage of any Advance, Administrative Agent may assume that such Lender has made the appropriate amount available in accordance with Section 2.02(a)if any, and Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Lender (B) shall not have made such amount available to Administrative Agent, such Lender and the Borrower agree to repay to Administrative Agent immediately on demand such corresponding amount together with interest thereon, from the date such amount is made available to the Borrower until the date such amount is repaid to Administrative Agent, at (iI) in the case of a Borrowing of Base Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the Borrowerremaining undrawn portion under the Revolver Commitment or Special Purpose Commitment, the Base Raterespectively), and (iiII) in the case of such Lender, the Federal Funds Rate.
(f) The failure by any Lender to make available its Specified Percentage of any Advance hereunder shall not relieve any other Lender of its obligation, if any, to make available its Specified Percentage of any Advance. In no event, however, shall any Lender be responsible for the failure of any other Lender to make available any portion of any Advance.
(g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure by the Borrower to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that an Advance not be made on the date specified in the Borrowing Notice.a
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