Procedures for Borrowing. (a) Borrower may notify the Agent prior to 1:00 p.m., Eastern Standard or Daylight Time, as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable. (b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default. (c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow. (d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate. (e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof. (f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error. (g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit, Guaranty and Security Agreement (Evergreen International Aviation Inc)
Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement, each Credit Extension shall be made upon Borrower’s irrevocable written notice delivered to Bank in the form of a Notice of Borrowing, each executed by a Responsible Officer of Borrower or his or her designee or without instructions if the Credit Extensions are necessary to meet Obligations which have become due. Bank may notify the Agent rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Borrower will indemnify Bank for any loss Bank suffers due to such reliance. Such Notice of Borrowing must be received by Bank prior to 1:00 p.m.12:00 p.m. Pacific time, Eastern Standard or Daylight Time, as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than at least three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrowerrequested Funding Date, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion case of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loanLIBOR Credit Extensions, Borrower shall give the Agent not less than three and (3ii) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or at least one (1) Business Day's Day prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loansrequested Funding Date, in the aggregate.case of Prime Rate Credit Extensions, specifying:
(ei) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that Credit Extension, which, if a LIBOR Credit Extension is requested, shall be in an aggregate minimum principal amount of $1,000,000 or in any prepayment integral multiple of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor $1,000,000 in accordance with Section 2.3(f) hereof.excess thereof;
(fii) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.requested Funding Date;
(giii) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation whether the Credit Extension is to be comprised of LIBOR Credit Extensions or directive, or any change therein or in Prime Rate Credit Extensions; and
(iv) the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day duration of the Interest Period applicable to any such Eurodollar Rate Loan, Borrower LIBOR Credit Extensions included in such notice; provided that if the Notice of Borrowing shall pay fail to specify the Agent, upon duration of the Agent's requestInterest Period for any Credit Extension comprised of LIBOR Credit Extensions, such amount or amounts as may Interest Period shall be necessary one (1) month.
(b) The proceeds of all such Credit Extensions will then be made available to compensate Lenders for any loss or expense sustained or incurred Borrower on the Funding Date by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable Bank by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant transfer to the foregoing sentence submitted Designated Deposit Account and, subsequently, by Lenders wire transfer to such other account as Borrower may instruct in the Notice of Borrowing. No Credit Extensions shall be conclusive absent manifest errordeemed made to Borrower, and no interest shall accrue on any such Credit Extension, until the related funds have been deposited in the Designated Deposit Account.
Appears in 1 contract
Procedures for Borrowing. (a) The Company and each Domestic Subsidiary Borrower may notify borrow under the Agent U.S. Revolving Credit Commitments and each Foreign Subsidiary Borrower may borrow under the Euro Revolving Credit Commitments, in each case from time to time prior to 1:00 p.m., Eastern Standard or Daylight Time, as applicable ("Eastern Time"), the Facility Termination Date on a any Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocableDay.
(b) Notwithstanding In the provisions case of subsection (a) abovea borrowing under the U.S. Revolving Credit Commitments, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Company and each borrowing Domestic Subsidiary Borrower shall give the Agent at least three irrevocable notice (3which notice must be received by the Agent prior to 11:00 a.m., Detroit time) Business Days' prior written notice, specifying (i) three Business Days prior to the date requested Borrowing Date, if all or any part of the proposed borrowing (which shall requested Revolving Credit Loans are to be a Business Day)Eurodollar Loans, or (ii) one Business Day prior to the type of borrowing and requested Borrowing Date otherwise, specifying in each case (w) the amount on the date of such Advance to be borrowed, which (x) the requested Borrowing Date, (y) whether the borrowing is to be of Eurodollar Loans, Floating Rate Loans or a combination thereof and (z) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Type of Loan and the length of the initial Interest Periods therefor. Each borrowing under the U.S. Revolving Credit Commitments shall be in an integral amount equal to (A) in the case of Floating Rate Loans, $5,000,000 or a whole multiple of $1,000,0001,000,000 in excess thereof (or, if the then aggregate available U.S. Revolving Credit Commitments are less than $5,000,000, such lesser amount) and (iiiB) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in which case excess thereof. Upon receipt of any such notice from the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default Company or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date any such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d)Domestic Subsidiary Borrower, as the case may be, the Agent shall promptly notify each Revolving Credit Lender thereof. Borrower Not later than noon, Detroit time on each requested Borrowing Date each Revolving Credit Lender shall elect make an amount equal to its Pro Rata Share of the duration principal amount of each succeeding Interest Period by giving irrevocable written notice the Revolving Credit Loans requested to be made on such Borrowing Date available to the Agent at its Detroit office specified in Section 14.1 in U.S. Dollars and in immediately available funds. The Agent shall on such date credit the account of the Company on the books of such duration not less than office with the aggregate of the amounts made available to the Agent by the Revolving Credit Lenders and in like funds as received by the Agent.
(c) In the case of a borrowing under the Euro Revolving Credit Commitments, the Company and each Foreign Subsidiary Borrower shall give the Agent irrevocable notice (which notice must be received by the Agent prior to 11:00 a.m., London time three (3) Business Days prior to the last day requested Borrowing Date) specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) the Available Foreign Currency thereof and (iv) the length of then current the initial Interest Period applicable to therefor. Each borrowing by the Company or a Foreign Subsidiary Borrower under Section 2.1.2 or 2.1.4 shall be in an Available Foreign Currency. Each such Eurodollar Rate Loan. If borrowing by the Agent does not receive timely notice of the Interest Period elected by Borrower, Company or any Foreign Subsidiary Borrower shall be deemed in an amount equal to have elected an amount in the relevant Available Foreign Currency which is 5,000,000 units or a whole multiple of 1,000,000 units in excess thereof or such other amounts as may be agreed upon between the Company and the Agent. Upon receipt of any such notice from any such Borrower, the Agent shall promptly notify the relevant Revolving Credit Lenders with respect to convert such Borrowing. Not later than 1:00 p.m., local time of the Agent's funding office for such Borrower, on the requested Borrowing Date, each such Revolving Credit Lender shall make an amount equal to a Domestic Rate Loan subject its Pro Rata Share of the principal amount of such Revolving Loans requested to Section 2.3(d) hereinbelowbe made on such Borrowing Date available to the Agent at the Agent's funding office for such Borrower specified by the Agent from time to time by notice to such Revolving Credit Lenders and in immediately available or other same day funds customarily used for settlement in the relevant Available Foreign Currency. The amounts made available by each such Revolving Credit Lender will then be made-available to the relevant Borrower at the funding office for such Borrower and in like funds as received by the Agent.
(d) Provided that no Default or Event of Default shall have occurred The Company and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to each borrowing Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Subsidiary Borrower shall give the Agent not less than three irrevocable notice (3) Business Days' prior written which notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to must be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable received by the Agent or Lenders prior to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant 11:00 a.m. Detroit time) at least 15 days prior to the foregoing sentence submitted by Facility Termination Date if the Agent or any Lender to Borrower shall Company and such Domestic Subsidiary Borrowers will be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in borrowing the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.U.S.
Appears in 1 contract
Sources: Loan Agreement (Diebold Inc)
Procedures for Borrowing. (a) Each Borrower may notify borrow under the Agent Revolving Credit Commitments, in each case from time to time prior to 1:00 p.m., Eastern Standard or Daylight Time, as the Facility Termination Date on any Business Day. The applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Administrative Agent at least irrevocable notice (which notice must be received by the Administrative Agent prior to (a) if such Loan is denominated in any Available Foreign Currency, 11:00 a.m., London time three Business Days prior to the requested Borrowing Date, and (3b) if such Loan is denominated in Dollars, 11:00 a.m., Chicago time three Business Days' Days prior written notice, to the requested Borrowing Date if all or any part of the requested Revolving Credit Loans are to be Eurocurrency Loans or one Business Day prior to the requested Borrowing Date if all or any part of the requested Revolving Credit Loans are to be Floating Rate Loans) specifying in each case (i) the date of the proposed borrowing (which shall amount to be a Business Day)borrowed, (ii) the type of borrowing and the amount on the date of such Advance to be borrowedrequested Borrowing Date, which amount shall be an integral multiple of $1,000,000, and (iii) the duration Agreed Currency thereof, (iv) whether such Loan is a Floating Rate Loan or a Eurocurrency Loan (and such Loan shall be a Eurocurrency Loan if it is denominated in any Available Foreign Currency), (v) if applicable, the length of the first initial Interest Period therefortherefor and (vi) the applicable Borrower. Interest Periods for Eurodollar Rate Loans Each borrowing shall be in an Agreed Currency. Each such borrowing shall be in an amount equal to an amount in the relevant Agreed Currency which is 5,000,000 units or a whole multiple of 1,000,000 units in excess thereof or such other amounts as may be agreed upon between the applicable Borrower and the Administrative Agent. Upon receipt of any such notice from any such Borrower, the Administrative Agent shall promptly notify the Lenders with respect to such Borrowing. Not later than 1:00 p.m., local time of the Administrative Agent's funding office for onesuch Borrower, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of such Revolving Credit Loans requested to be made on such Borrowing Date available to the Administrative Agent at the Administrative Agent's funding office for such Borrower specified by the Administrative Agent from time to time by notice to the Lenders and in immediately available or other same day falls funds customarily used for settlement in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Dayrelevant Agreed Currency. No Eurodollar Rate Loan shall The amounts made available by each Lender will then be made available to the relevant Borrower during at the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date funding office for such Eurodollar Rate Loan is made Borrower and shall end on such date in like funds as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable received by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest errorAdministrative Agent.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Procedures for Borrowing. To request the Lenders to make the Loans under a Tranche on the anticipated Borrowing Date, the Borrower shall notify the Administrative Agent of such request by telephone in accordance with Schedule 2.03(A). Such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(a) Borrower may notify the Agent prior to 1:00 p.m., Eastern Standard or Daylight Time, as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any aggregate amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.requested Borrowing,
(b) Notwithstanding the provisions anticipated Borrowing Date;
(c) whether any of subsection such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
(ad) above, in the event Borrower desires to obtain a Revolving Advance as case of a Eurodollar Rate LoanBorrowing, Borrower shall give the Agent at least three (3) Business Days' prior written noticeinitial Interest Period to be applicable thereto, specifying (i) the date of the proposed borrowing (which shall be a Business Day), period contemplated by the definition of the term “Interest Period”; and
(iie) the type location and number of borrowing and the amount on the date of such Advance account to which funds are to be borroweddisbursed, which amount shall comply with the requirements of Section 2.06. Notwithstanding anything to the contrary above in this Section 2.03, no such notice shall alter the information set forth on Schedule 2.03(B) unless such notice shall be an integral multiple written. If no election as to the Type of $1,000,000Borrowing is specified, and (iii) then the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans requested Borrowing shall be for one, two or three months; provided, if deemed an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business DayABR Borrowing. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and If no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable is specified with respect to a requested Eurodollar Rate Loan by its notice of borrowing given to Borrowing, then the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current selected an Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loanone month’s duration. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date Promptly following receipt of such conversionBorrowing Request in accordance with this Section, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration Administrative Agent shall advise each Lender of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option details thereof and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Lender’s Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur to be made as a consequence of any prepayment, conversion of or any default by Borrower in the payment part of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest errorrequested Borrowing.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, to obtain an Advance (a) Borrower may notify the Agent prior to 1:00 p.m., Eastern Standard other than Advances under Sections 2.1.2 or Daylight Time, as applicable ("Eastern Time"2.1.4), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same Borrowers shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request notify Bank (which notice shall be irrevocable.
) by electronic mail, facsimile, or telephone by 12:00 p.m. Pacific time on the Funding Date of the Advance. Together with any such electronic or facsimile notification, Borrowers shall deliver to Bank by electronic mail or facsimile a completed Payment/Advance Form executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Bank may make Advances under this. Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. In the case of the Term Loan, a Notice of Borrowing (b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires form of Exhibit ▇-▇) must be received by Bank prior to obtain a Revolving Advance as a Eurodollar Rate Loan12:00 p.m. Pacific time, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than at least three (3) Business Days prior to the last day requested Funding Date, in the case of then current Interest Period applicable to such Eurodollar LIBOR Term Loans, and (ii) on the requested Funding Date, in the case of Prime Rate Loan. If Term Loans, specifying: (1) the Agent does not receive timely notice amount of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(dTerm Loan; (2) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three requested Funding Date; (3) Business Days' prior written notice to convert from a Domestic Rate whether the Term Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans is to be converted comprised of LIBOR Term Loans or Prime Rate Term Loans; and if the conversion is from a Domestic Rate Loan to any other type of loan, (4) the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to any such Eurodollar Rate LIBOR Term Loans included in such notice; provided that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any LIBOR Term Loan, Borrower such Interest Period shall pay be one (1) month. The proceeds of all such Advances and the Agent, upon Term Loan will be made available to Borrowers on the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred Funding Date by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable Bank by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant transfer to the foregoing sentence submitted Designated Deposit Account and, subsequently, by Lenders wire transfer to such other account as Borrower may instruct in the Notice of Borrowing. No Advances or Term Loan shall be conclusive absent manifest errordeemed made to Borrowers, and no interest shall accrue on any such Credit Extension, until the related funds have been deposited in the Designated Deposit Account.
Appears in 1 contract
Sources: Loan and Security Agreement (Financial Engines, Inc.)
Procedures for Borrowing. (a) Borrower may notify Subject to the Agent prior satisfaction of all other applicable conditions to 1:00 p.m.the making of each Term Loan set forth in this Agreement, Eastern Standard or Daylight Time, as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate any Term Loan, Borrower shall give deliver to the Collateral Agent and Lenders by electronic mail or facsimile a completed Loan Advance Request for such Term Loan executed by a Responsible Officer of Borrower (which notice shall be irrevocable on and after the date on which such notice is given and Borrower shall be bound to make a borrowing in accordance therewith on such date, or as may be extended as agreed with the Required Lenders at least three (3) Business Days' prior written notice, specifying their sole discretion (i) in connection with any corresponding change to the anticipated date of the proposed borrowing consummation of the transactions under the Tranche B Acquisition Agreement, and (which ii) in no event shall be a date later than ninety (90) days following the date the Tranche B Acquisition Agreement is executed), in which case each Lender agrees to advance its Applicable Percentage of such Term Loan to Borrower on the Effective Date or the Tranche B Closing Date, as applicable, by wire transfer of same day funds in Dollars, to such account(s) in the United States as may be designated in writing to the Collateral Agent by Borrower prior to the Effective Date or Tranche B Closing Date, as applicable; provided, however, that, with respect to the Tranche B Term Loans, Borrower shall deliver to the Collateral Agent and Lenders by electronic mail or facsimile such completed Loan Advance Request no later than the earliest to occur of (a) the date that is five (5) Business DayDays (as such term is defined in the Tranche B Acquisition Agreement) following the Termination Date (as such term is defined in the Tranche B Acquisition Agreement), (iib) the type termination of borrowing and the amount on Tranche B Acquisition Agreement in accordance with its terms without the date consummation of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000the transactions thereunder, and (iiic) the duration consummation of the first Interest Period thereforTransactions contemplated by the Tranche B Acquisition Agreement (with or without the use of the proceeds of the Tranche B Term Loans), and in no event later than ninety (90) days after the execution and delivery of the Tranche B Acquisition Agreement. Interest Periods for Eurodollar Rate Loans shall be for oneNotwithstanding any provision to the contrary in any Loan Document, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end each of the Lenders' commitments to the funding of the Tranche B Term Loan on the next succeeding Business Day unless such day falls in Tranche B Closing Date hereunder are subject only to the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as conditions set forth in subsection Section 3.2; it being understood that there are no conditions (b)(iiiimplied or otherwise) above provided that to the exact length of each Interest Period shall be determined in accordance with commitments hereunder or the practice funding of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Tranche B Term Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date Tranche B Closing Date other than the last Business Day conditions set forth in Section 3.2 (and upon satisfaction or waiver by the Lenders of then current Interest Period with respect theretosuch conditions, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment funding of the principal of or interest Tranche B Term Loan on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower Tranche B Closing Date shall be conclusive absent manifest erroroccur).
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Procedures for Borrowing. (a) Borrower may notify Subject to the Agent prior satisfaction of all other applicable conditions to 1:00 p.m.the making of each Term Loan set forth in this Agreement, Eastern Standard or Daylight Time, as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate any Term Loan, Borrower shall give deliver to the Collateral Agent at least three and Lenders by electronic mail or facsimile a completed Advance Request Form for such Term Loan executed by a Responsible Officer of Borrower (3) Business Days' prior written notice, specifying (i) which notice shall be irrevocable on and after the date of the proposed borrowing (on which such notice is given and Borrower shall be bound to make a Business Dayborrowing in accordance therewith), (ii) the type in which case each Lender agrees to advance its Applicable Percentage of borrowing and the amount such Term Loan to Borrower on the date Tranche A Closing Date, Tranche B Closing Date or Tranche C Closing Date, as applicable, by wire transfer of same day funds in Dollars, to such Advance account(s) in the United States as may be designated in writing to be borrowedthe Collateral Agent by Borrower prior to the Tranche A Closing Date, which amount shall be an integral multiple of $1,000,000Tranche B Closing Date, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for oneTranche C Closing Date or Tranche D Closing Date, two or three monthsas applicable; provided, if an Interest Period would end on a day that is not a Business Dayhowever, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d)that, as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Tranche B Loan, Borrower shall pay deliver to the AgentCollateral Agent and Lenders by electronic mail or facsimile, upon at its option should it wish to obtain the Agent's requestTranche B Loan, such amount completed Advance Request Form no later than December 31, 2024; provided, further, that, with respect to the Tranche C Loan, Borrower shall deliver to the Collateral Agent and Lenders by electronic mail or amounts as may be necessary facsimile, at its option should it wish to compensate obtain the Tranche C Loan, such completed Advance Request Form no earlier than the date on which trailing twelve-month Product Net Sales exceed $90,000,000 and no later than June 30, 2025; provided, finally, that, with respect to the Tranche D Loan, Borrower shall deliver to the Collateral Agent and Lenders for any loss by electronic mail or expense sustained or incurred by Lenders in respect of facsimile, at its option should it wish to obtain the Tranche D Loan, such Eurodollar Rate Loan as a result of such payment or conversioncompleted Advance Request Form no earlier than the date on which trailing twelve-month Product Net Sales exceed $125,000,000 and no later than December 31, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in 2025. 4 REPRESENTATIONS AND WARRANTIES In order to induce each Lender and the Collateral Agent to enter into this Agreement and for each Lender to make or maintain such Eurodollar Rate Loan. A certificate the Credit Extensions to be made on the applicable Closing Date, each Credit Party, jointly and severally with each other Credit Party, represents and warrants to each Lender and the Collateral Agent that the following statements are true and correct as to any additional amounts payable pursuant of the Effective Date and on the applicable Closing Date on which each Term Loan is made (both with and without giving effect to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.Term Loans) except as otherwise specified below: 4
Appears in 1 contract
Procedures for Borrowing. (a) Borrower may notify the Agent prior to 1:00 p.m., Eastern Standard or Daylight Time, as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same The Borrowing shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written made on notice, specifying given not later than 10:00 a.m. (iNew York City time) on the proposed date of the proposed borrowing Borrowing (which shall be a Business Day), by the Borrower to the Springdale Lender Agent, which shall give to each Springdale Lender prompt notice thereof by telecopier or electronic mail. Such notice of the Borrowing (a "Notice of Borrowing ") shall be by telephone, confirmed immediately in writing, or telecopier or electronic mail, in substantially the form of Exhibit B, specifying therein (i) the requested date of the Borrowing (which shall be a Business Day), and (ii) the type requested aggregate amount of borrowing and the amount Borrowing. The Notice of Borrowing shall specify the Springdale Lender Agent as the payee of the Borrowing.
(b) Subject to Section 2.02(c), with respect to the Borrowing, each Springdale Lender shall, before 12:00 noon (New York City time) on the date of the Borrowing, make available for the account of its Applicable Lending Office to the Springdale Lender Agent at the Springdale Lender Agent's Account, in immediately available funds, an amount equal to such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (iii) the duration Springdale Lender's ratable portion of the first Interest Period thereforBorrowing in accordance with the respective Springdale Commitments of the Springdale Lenders. Interest Periods for Eurodollar Rate Loans shall be for oneAfter the Springdale Lender Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 3.01, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless Springdale Lender Agent will make such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made funds available to the Borrower during by distributing such funds in accordance with the continuance of a Default or an Event of DefaultFunds Flow Memorandum.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period Springdale Lender shall be determined in accordance with required to make available to the practice Springdale Lender Agent its ratable portion of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent Borrowing pursuant to Section 2.3(b2.02(b) or by its notice of conversion given only to the Agent pursuant extent, if any, that the principal amount of the Advances to Section 2.3(d), be made by such Springdale Lender as part of the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice Borrowing exceeds an amount equal to the Agent principal amount of the Existing Springdale Lease Participation of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice Springdale Lender as of the Interest Period elected by BorrowerRefinancing Closing. Upon the Refinancing Closing, Borrower the principal amount of the Existing Springdale Lease Participations of the Springdale Lenders shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelowbeen reconstituted by the Advances made by the Springdale Lenders as part of the Borrowing.
(d) Provided that no Default or Event The failure of Default shall have occurred and be continuing, Borrower may, on any Springdale Lender to make the last Business Day of then current Interest Period applicable Advance to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only by it as part of the Borrowing, shall not relieve any other Springdale Lender of its obligation, if any, hereunder to make its Advance on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversionthe Borrowing, but no Springdale Lender shall be responsible for the loans to be converted and if the conversion is from a Domestic Rate Loan to failure of any other type Springdale Lender to make the Advance required of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest other Springdale Lender on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereofBorrowing.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement, each Credit Extension shall be made upon Borrower’s irrevocable written notice delivered to Bank in the form of a Notice of Borrowing, each executed by a Responsible Officer of Borrower or his or her designee or without instructions if the Credit Extensions are necessary to meet Obligations which have become due. Bank may notify the Agent rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Borrower will indemnify Bank for any loss Bank suffers due to such reliance. Such Notice of Borrowing must be received by Bank prior to 1:00 p.m.11:00 a.m. Pacific time, Eastern Standard or Daylight Time, as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than at least three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrowerrequested Funding Date, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion case of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loanLIBOR Credit Extensions, Borrower shall give the Agent not less than three and (3ii) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or at least one (1) Business Day's Day prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loansrequested Funding Date, in the aggregate.case of Prime Rate Credit Extensions, specifying:
(ei) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that Credit Extension, which, if a LIBOR Credit Extension is requested, shall be in an aggregate minimum principal amount of $1,000,000 or in any prepayment integral multiple of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor $500,000 in accordance with Section 2.3(f) hereof.excess thereof;
(fii) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.requested Funding Date;
(giii) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation whether the Credit Extension is to be comprised of LIBOR Credit Extensions or directive, or any change therein or in Prime Rate Credit Extensions; and
(iv) the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day duration of the Interest Period applicable to any such Eurodollar Rate Loan, Borrower LIBOR Credit Extensions included in such notice; provided that if the Notice of Borrowing shall pay fail to specify the Agent, upon duration of the Agent's requestInterest Period for any Credit Extension comprised of LIBOR Credit Extensions, such amount or amounts as may Interest Period shall be necessary one (1) month.
(b) The proceeds of all such Credit Extensions will then be made available to compensate Lenders for any loss or expense sustained or incurred Borrower on the Funding Date by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable Bank by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant transfer to the foregoing sentence submitted Designated Deposit Account and, subsequently, by Lenders wire transfer to such other account as Borrower may instruct in the Notice of Borrowing. No Credit Extensions shall be conclusive absent manifest errordeemed made to Borrower, and no interest shall accrue on any such Credit Extension, until the related funds have been deposited in the Designated Deposit Account.
Appears in 1 contract
Procedures for Borrowing. To request the Lenders to make the Loans on the anticipated Effective Date, the Borrower shall notify the Administrative Agent of such request by telephone in accordance with Schedule 2.03(A). Such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(a) Borrower may notify the Agent prior to 1:00 p.m., Eastern Standard or Daylight Time, as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any aggregate amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.requested Borrowing;
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (i) the date of the proposed borrowing (such Borrowing, which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.;
(c) Each Interest Period whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
(d) in the case of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(e) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. Notwithstanding anything to the contrary above in this Section 2.03, no such notice shall alter the information set forth on Schedule 2.03(B) unless such notice shall be written. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be deemed an ABR Borrowing. If no Interest Period is specified with respect to a requested Eurodollar Rate Loan by its notice of borrowing given to Borrowing, then the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current selected an Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loanone month’s duration. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date Promptly following receipt of such conversionBorrowing Request in accordance with this Section, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration Administrative Agent shall advise each Lender of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option details thereof and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Lender’s Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur to be made as a consequence of any prepayment, conversion of or any default by Borrower in the payment p art of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest errorrequested Borrowing.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Time Warner Inc.)
Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement, each Credit Extension shall be made upon Borrower's irrevocable written notice delivered to Bank in the form of a Notice of Borrowing, each executed by a Responsible Officer of Borrower or his or her designee or without instructions if the Credit Extensions are necessary to meet Obligations which have become due. Bank may notify the Agent rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Borrower will indemnify Bank for any loss Bank suffers due to such reliance. Such Notice of Borrowing must be received by Bank prior to 1:00 p.m.11:00 a.m. Pacific time, Eastern Standard or Daylight Time, as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than at least three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrowerrequested Funding Date, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion case of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loanLIBOR Credit Extensions, Borrower shall give the Agent not less than three and (3ii) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or at least one (1) Business Day's Day prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loansrequested Funding Date, in the aggregate.case of Prime Rate Credit Extensions (provided that if the aggregate Obligations under the Loan Agreement on the Funding Date will exceed the Threshold Amount, such Notice of Borrowing for LIBOR or Prime Rate Credit Extensions must be received by Bank prior to 11:00 a.m. Pacific time at least five (5) Business Days prior to the requested Funding Date), specifying:
(ei) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that Credit Extension, which, if a LIBOR Credit Extension is requested, shall be in an aggregate minimum principal amount of $1,000,000 or in any prepayment integral multiple of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor $500,000 in accordance with Section 2.3(f) hereof.excess thereof;
(fii) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.requested Funding Date;
(giii) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation whether the Credit Extension is to be comprised of LIBOR Credit Extensions or directive, or any change therein or in Prime Rate Credit Extensions; and
(iv) the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day duration of the Interest Period applicable to any such Eurodollar Rate Loan, Borrower LIBOR Credit Extensions included in such notice; provided that if the Notice of Borrowing shall pay fail to specify the Agent, upon duration of the Agent's requestInterest Period for any Credit Extension comprised of LIBOR Credit Extensions, such amount or amounts as may Interest Period shall be necessary one (1) month.
(b) The proceeds of all such Credit Extensions will then be made available to compensate Lenders for any loss or expense sustained or incurred Borrower on the Funding Date by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable Bank by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant transfer to the foregoing sentence submitted Designated Deposit Account and, subsequently, by Lenders wire transfer to such other account as Borrower may instruct in the Notice of Borrowing. No Credit Extensions shall be conclusive absent manifest errordeemed made to Borrower, and no interest shall accrue on any such Credit Extension, until the related funds have been deposited in the Designated Deposit Account.
Appears in 1 contract
Procedures for Borrowing. (a) Borrower The Borrowers may notify borrow under this Agreement during the Commitment Period on any Business Day; provided, that the Borrowers shall have given the Administrative Agent notice (each, a “Request for Borrowing”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by an Authorized Representative of the Borrowers and be received by the Administrative Agent prior to 1:00 p.m.10:00 a.m. (Central time) on the requested Borrowing Date, Eastern Standard (iii) shall specify (A) whether the Loan is a Servicing Rights Loan or Daylight Time, as applicable a Servicing Receivables Loan ("Eastern Time"and specifying the related Assets), on a Business Day ; (B) the dollar amount of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any the Loan requested and (C) the Collateral Value of Assets and the amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with of the Agent or Lenders, or with respect to any other Obligation, become due, same Loans (including the requested Loans) outstanding and (iv) shall be deemed a request for a Revolving Advance as of accompanied by an Asset Schedule including the date such payment is due, in the amount information required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocabletherein.
(b) Notwithstanding Upon the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (i) the date Administrative Agent’s receipt of the proposed borrowing Request for Borrowing, the Administrative Agent will provide notice (which shall be a Business Day), either electronic or via fax) to each Lender by 2:00 p.m. (iiCentral time) the type of borrowing and the amount on the date of such Advance Lender’s Pro Rata share thereof. Each Lender shall wire their Pro Rata share to be borrowedthe Administrative Agent via a federal funds wire transfer to the following account within two hours of notice thereof or 4:00 p.m. (Central time) whichever is earlier: JPMorgan Chase Bank, which amount shall be an integral multiple of $1,000,000, N.A. ABA: ▇▇▇-▇▇▇▇-▇▇ Attention: Mortgage Banking Warehouse Services-- ▇▇▇▇▇ ▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇ For Credit To: HomeBanc Mortgage Corporation and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.HomeBanc Corp. Account Number: 00100381681 JPMorgan Chase Real Estate Wire Transfer Clearing Account
(c) Each Interest Period Except as provided herein, upon satisfaction or waiver of a Eurodollar Rate Loan the conditions precedent specified herein, Administrative Agent shall commence make the proceeds of such Loans available to each Borrower on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth applicable Borrowing Date by causing an amount of same day funds in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given Dollars equal to the proceeds of all such Loans received by Administrative Agent pursuant from Lenders to Section 2.3(b) or by its notice of conversion given be credited to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelowPayment Account.
(d) Provided that no Default or Event of Default shall have occurred If either Borrower fails to meet the conditions precedent set forth in Section 5.2 after it makes a Request for Borrowing and be continuing, Borrower may, on before the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made or if either Borrower repays, in whole or in part, a Loan on a any day that which is not the last day of the Interest applicable LIBOR Period applicable to for such Eurodollar Rate Loan, Borrower the Borrowers shall pay indemnify the AgentAdministrative Agent for the benefit of the Lenders and hold the Administrative Agent and Lenders harmless from any out-of-pocket losses, upon costs and/or expenses which the Agent's request, such amount Administrative Agent or amounts as may be necessary to compensate Lenders for any loss Lender sustains or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders incurs arising from the reemployment of funds obtained by Lenders the Administrative Agent or any Lender hereunder or from fees payable to terminate the deposits from which such funds were obtained, in order to make or maintain such Eurodollar Rate Loaneach case for the remainder of the applicable period (“Breakage Costs”). A certificate as to any additional amounts payable pursuant The Administrative Agent shall deliver to the foregoing sentence submitted Borrowers a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Lenders the Administrative Agent to Borrower be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon each Borrower, absent manifest error.
Appears in 1 contract
Procedures for Borrowing. (a) Borrower may notify Subject to the Agent prior satisfaction of all other applicable conditions to 1:00 p.m.the making of each Term Loan set forth in this Agreement, Eastern Standard or Daylight Time, as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate any Term Loan, Borrower shall give deliver to the Collateral Agent and Lenders by electronic mail or facsimile a completed Loan Advance Request for such Term Loan executed by a Responsible Officer of Borrower (which notice shall be irrevocable on and after the date on which such notice is given and Borrower shall be bound to make a borrowing in accordance therewith on such date, or as may be extended as agreed with the Required Lenders at least three (3) Business Days' prior written notice, specifying their sole discretion
(i) in connection with any corresponding change to the anticipated date of the proposed borrowing consummation of the transactions under the Tranche B Acquisition Agreement, and (which ii) in no event shall be a date later than ninety (90) days following the date the Tranche B Acquisition Agreement is executed), in which case each Lender agrees to advance its Applicable Percentage of such Term Loan to Borrower on the Effective Date or the Tranche B Closing Date, as applicable, by wire transfer of same day funds in Dollars, to such account(s) in the United States as may be designated in writing to the Collateral Agent by Borrower prior to the Effective Date or Tranche B Closing Date, as applicable; provided, however, that, with respect to the Tranche B Term Loans, Borrower shall deliver to the Collateral Agent and Lenders by electronic mail or facsimile such completed Loan Advance Request no later than the earliest to occur of (a) the date that is five (5) Business DayDays (as such term is defined in the Tranche B Acquisition Agreement) following the Termination Date (as such term is defined in the Tranche B Acquisition Agreement), (iib) the type termination of borrowing and the amount on Tranche B Acquisition Agreement in accordance with its terms without the date consummation of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000the transactions thereunder, and (iiic) the duration consummation of the first Interest Period thereforTransactions contemplated by the Tranche B Acquisition Agreement (with or without the use of the proceeds of the Tranche B Term Loans), and in no event later than ninety (90) days after the execution and delivery of the Tranche B Acquisition Agreement. Interest Periods for Eurodollar Rate Loans shall be for oneNotwithstanding any provision to the contrary in any Loan Document, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end each of the Lenders' commitments to the funding of the Tranche B Term Loan on the next succeeding Business Day unless such day falls in Tranche B Closing Date hereunder are subject only to the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as conditions set forth in subsection Section 3.2; it being understood that there are no conditions (b)(iiiimplied or otherwise) above provided that to the exact length of each Interest Period shall be determined in accordance with commitments hereunder or the practice funding of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Tranche B Term Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date Tranche B Closing Date other than the last Business Day conditions set forth in Section 3.2 (and upon satisfaction or waiver by the Lenders of then current Interest Period with respect theretosuch conditions, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment funding of the principal of or interest Tranche B Term Loan on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower Tranche B Closing Date shall be conclusive absent manifest erroroccur).
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Loan Agreement
Procedures for Borrowing. (a) Borrower The Company may notify borrow under the Commitments from time to time prior to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time to time prior to the Facility Termination Date on any Business Day.
(i) The Company may from time to time request the making of a Revolving Credit Advance by giving irrevocable notice (a "Borrowing Notice") to the Agent (which notice must be received by the Agent prior to 1:00 p.m.10:00 A.M., Eastern Standard or Daylight Time, as applicable ("Eastern Time")Chicago time, on a the same Business Day of Borrower's request the Borrowing Date of each Floating Rate Advance and not less than three Business Days prior to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as requested Borrowing Date of the date such payment is due, each Eurocurrency Advance) specifying in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying each case (i) the date of amount to be borrowed, (ii) the proposed borrowing requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent's funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent's funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agent.
(ii) A Borrower may from time to time request the type making of borrowing and an Alternate Currency Loan by giving irrevocable notice to the person to whom notice should be delivered as provided in the applicable Alternate Currency Addendum (which notice must be received by such person prior to 10:00 A.M., local time, not less than three Business Days prior to the requested Borrowing Date) specifying in each case (i) the amount on the date of such Advance to be borrowed, (ii) the requested Borrowing Date (which amount shall be an integral multiple of $1,000,000a Business Day falling one month or more before the Facility Termination Date), and (iii) the duration currency in which such Loan shall be denominated and its Original Dollar Amount, (iv) the length of the first initial Interest Period therefortherefor and, (v) such other information as may be required pursuant to the applicable Alternate Currency Addendum. Interest Periods for Eurodollar Rate Loans Each borrowing shall be in an Alternate Currency the amounts of which shall be (a) (if less than the aggregate Available Alternate Currency Commitments for onethe applicable Alternate Currency) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, two such comparable and convenient amount thereof as the Agent or three months; providedthe Applicable Alternate Currency Lenders may from time to time specify) or (b) equal to the amount of the aggregate Available Alternate Currency Commitments for the applicable Alternate Currency. Upon receipt of any such notice from any such Borrower relating to an Alternate Currency Loan, if an Interest Period would end on a day that is not a Business Daythe person receiving such notice shall promptly notify the applicable Alternate Currency Lenders. Not later than 2:00 P.M., it shall end local time at the funding office for such Borrower, on the next succeeding Business Day unless requested Borrowing Date, each applicable Alternate Currency Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Alternate Currency Advance requested to be made on such Borrowing Date available to the Borrower at the person's funding office for such Borrower specified by such person from time to time by notice to the applicable Alternate Currency Lenders and in immediately available or other same day falls funds customarily used for settlement in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Dayrelevant Alternate Currency. No Eurodollar Rate Loan shall The amounts made available by each such Alternate Currency Lender will then be made available to the relevant Borrower during at the continuance funding office for such Borrower and in like funds as received by such person. In the event of a Default or any conflict between the terms and condition of this Section 2.3(b)(ii) and an Event Alternate Currency Addendum, the terms of Defaultthe applicable Alternate Currency Addendum shall control.
(c) Each Interest Period If a Borrower requests that an Advance be denominated in a Foreign Currency but the Agent is of a Eurodollar Rate Loan the reasonable opinion that it is not feasible for such Advance to be denominated in such Foreign Currency, then the Agent shall commence notify the Borrower and the Lenders not later than 11:00 a.m. local time on the date Quotation Date for such Eurodollar Rate Loan is Advance and such Advance shall not be made unless the Borrower and shall end on the Lenders agree that such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan Advance shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan in Dollars or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances another Foreign Currency which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest errorsimilarly affected.
Appears in 1 contract
Sources: Loan Agreement (Kelly Services Inc)
Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Loan set forth in this Agreement, each Loan shall be made upon Borrower’s irrevocable written notice delivered to HSBC in the form of a Notice of Borrowing, each executed by a Responsible Officer of Borrower or his or her designee or without instructions if the Loan is necessary to meet Obligations which have become due. HSBC may notify the Agent prior rely on any telephone notice given by a person whom HSBC believes is a Responsible Officer or designee. Borrower will indemnify HSBC for any loss HSBC suffers due to 1:00 p.m., Eastern Standard or Daylight Time, as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereundersuch reliance. Should any Any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or LendersHSBC, or with respect to any other Obligation, which shall become due, same shall be deemed a request for a Revolving Advance Loan to be maintained as a Base Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement Agreement, or any other agreement with the Agent or Lenders, HSBC and such request shall be irrevocable.
(b) Notwithstanding the provisions Each Notice of subsection Borrowing must be received by HSBC prior to 12:00 p.m. noon Pacific time, (ai) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' Days prior written noticeto the requested Funding Date, specifying (i) in the date case of the proposed borrowing (which shall be a Business Day)Eurodollar Loans, and (ii) on the type requested Funding Date, in the case of borrowing and Base Rate Loans, specifying: (1) the amount on of the date of such Advance to be borrowed, Loan which amount shall be an in a minimum amount of One Hundred Thousand Dollars ($100,000) and in integral multiple multiples of One Hundred Thousand Dollars ($1,000,000100,000) in excess thereof; (2) the requested Funding Date; (3) if the Loan shall be transferred to the Designated Deposit Account or to another account set forth in the Notice of Borrowing, (4) whether the Loan is to be comprised of Eurodollar Loans or Base Rate Loans; and (iii5) the duration of the first Interest Period thereforapplicable to any such Eurodollar Loans included in such notice; provided, that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Loan comprised of Eurodollar Loans, such Interest Period shall be one (1) month. Interest Periods for Eurodollar Rate Loans shall be for one30, two 60 or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day90 days. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default. After giving effect to each such borrowing, there shall not be outstanding more than six (6) Eurodollar Loans, in the aggregate at any time.
(c) The proceeds of all such Loans will then be made available to Borrower on the Funding Date by HSBC by transfer to the Designated Deposit Account and, subsequently, by wire transfer to such other account as Borrower may instruct in the Notice of Borrowing.
(d) Notwithstanding anything to the contrary contained herein, HSBC shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable Eurodollar market to fund any Eurodollar Loans, but the provisions hereof shall be deemed to apply as if HSBC had purchased such deposits to fund the Eurodollar Loans.
(e) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect in the Notice of Borrowing as set forth in subsection (b)(iiiSection 3.5(b) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Maturity Date.
(f) Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice Notice of borrowing Borrowing given to the Agent HSBC pursuant to Section 2.3(b3.5(b) or by its notice Notice of conversion Conversion given to the Agent HSBC pursuant to Section 2.3(d), 3.5(g) as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent HSBC of such duration not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent HSBC does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Base Rate Loan subject to Section 2.3(d) hereinbelow3.5(g).
(dg) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower Borrower, may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Base Rate Loans, convert any such loan Loan into a loan Loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loanLoan, Borrower shall give HSBC a Notice of Conversion by no later than 12:00 p.m. noon Pacific time (i) on the Agent not less than day which is three (3) Business Days' ’ prior written notice to convert the date on which such conversion is to occur with respect to a conversion from a Domestic Base Rate Loan to a Eurodollar Rate Loan Loan, or (ii) on the day which is one (1) Business Day's Day prior written notice to convert the date on which such conversion is to occur with respect to a conversion from a Eurodollar Rate Loan to a Domestic Base Rate Loan, specifying specifying, in each case, the date of such conversion, the loans to be converted and if the conversion is from a Domestic Base Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(eh) At its option and upon written notice given prior to 12:00 p.m. noon Pacific time three (3) Business Days' ’ prior written noticeto the date of such prepayment, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time time, together with amounts which may be owed to HSBC pursuant to Section 3.5(i)), and with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders HSBC therefor in accordance with Section 2.3(f) hereof3.5(i).
(fi) Borrower shall indemnify the Agent and Lenders HSBC and hold the Agent and Lenders HSBC harmless from and against any and all losses or expenses that the Agent and Lenders HSBC may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders HSBC to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans Loan hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender HSBC to Borrower shall be conclusive absent manifest error.
(gj) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or Change in the interpretation or application thereof, Law shall make it unlawful for any Lender HSBC (for purposes of this subsection (gSection 3.5(j), the term "Lender" “HSBC” shall include any Lender and the office or branch where any Lender HSBC or any corporation or bank controlling such Lender HSBC makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders HSBC to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist cancelled and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the AgentHSBC, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another typeBase Rate Loans. If any such payment or conversion of any Eurodollar Rate Loan Loans is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate LoanLoans, Borrower shall pay the AgentHSBC, upon the Agent's HSBC’s request, such amount or amounts as may be necessary to compensate Lenders HSBC for any loss or expense sustained or incurred by Lenders HSBC in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders HSBC to lenders of funds obtained by Lenders HSBC in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders HSBC to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Procedures for Borrowing. (a) The Company and each Domestic Subsidiary Borrower may notify borrow under the Agent U.S. Revolving Credit Commitments and the Company and each Foreign Subsidiary Borrower may borrow under the Euro Revolving Credit Commitments, in each case from time to time prior to 1:00 p.m., Eastern Standard or Daylight Time, as applicable ("Eastern Time"), the Facility Termination Date on a any Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocableDay.
(b) Notwithstanding In the provisions case of subsection (a) abovea borrowing under the U.S. Revolving Credit Commitments, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Company and each borrowing Domestic Subsidiary Borrower shall give the Agent at least three irrevocable notice (3which notice must be received by the Agent prior to 11:00 a.m., Chicago time) Business Days' prior written notice, specifying (i) three Business Days prior to the date requested Borrowing Date, if all or any part of the proposed borrowing (which shall requested Revolving Credit Loans are to be a Business Day)Eurodollar Loans, or (ii) one Business Day prior to the type of borrowing and requested Borrowing Date otherwise, specifying in each case (w) the amount on the date of such Advance to be borrowed, which (x) the requested Borrowing Date, (y) whether the borrowing is to be of Eurodollar Loans, Floating Rate Loans or a combination thereof and (z) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Type of Loan and the length of the initial Interest Periods therefor. Each borrowing under the U.S. Revolving Credit Commitments shall be in an integral amount equal to (A) in the case of Floating Rate Loans, $5,000,000 or a whole multiple of $1,000,0001,000,000 in excess thereof (or, if the then aggregate available U.S. Revolving Credit Commitments are less than $5,000,000, such lesser amount) and (iiiB) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in which case excess thereof. Upon receipt of any such notice from the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default Company or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date any such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d)Domestic Subsidiary Borrower, as the case may be, the Agent shall promptly notify each Revolving Credit Lender thereof. Borrower Not later than noon, Chicago time on each requested Borrowing Date each Revolving Credit Lender shall elect make an amount equal to its Pro Rata Share of the duration principal amount of each succeeding Interest Period by giving irrevocable written notice the Revolving Credit Loans requested to be made on such Borrowing Date available to the Agent at its Chicago office specified in Section 14.1 in U.S. Dollars and in immediately available funds. The Agent shall on such date credit the account of the Company on the books of such duration not less than office with the aggregate of the amounts made available to the Agent by the Revolving Credit Lenders and in like funds as received by the Agent.
(c) In the case of a borrowing under the Euro Revolving Credit Commitments, the Company and each Foreign Subsidiary Borrower shall give the Agent irrevocable notice (which notice must be received by the Agent prior to 11:00 a.m., London time three (3) Business Days prior to the last day of then current Interest Period applicable requested Borrowing Date) specifying in each case (i) the amount to such Eurodollar Rate Loan. If be borrowed, (ii) the Agent does not receive timely notice requested Borrowing Date, (iii) the Available Foreign Currency thereof and (iv) the length of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first initial Interest Period therefor. After giving effect Each borrowing by the Company or a Foreign Subsidiary Borrower under Section 2.1.2 shall be in an Available Foreign Currency. Each such borrowing by the Company or any Foreign Subsidiary Borrower shall be in an amount equal to an amount in the relevant Available Foreign Currency which is 5,000,000 units or a whole multiple of 1,000,000 units in excess thereof or such other amounts as may be agreed upon between the Company and the Agent. Upon receipt of any such notice from any such Borrower, the Agent shall promptly notify the relevant Revolving Credit Lenders with respect to such Borrowing. Not later than 1:00 p.m., local time of the Agent's funding office for such Borrower, on the requested Borrowing Date, each such conversion, there Revolving Credit Lender shall not make an amount equal to its Pro Rata Share of the principal amount of such Revolving Loans requested to be outstanding more than five Eurodollar Rate Loans, in made on such Borrowing Date available to the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Agent at the Agent's funding office for such Borrower may prepay specified by the Eurodollar Rate Loans in whole at any time or in part Agent from time to time with accrued interest on by notice to such Revolving Credit Lenders and in immediately available or other same day funds customarily used for settlement in the principal being prepaid relevant Available Foreign Currency. The amounts made available by each such Revolving Credit Lender will then be made available to the date of relevant Borrower at the funding office for such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur like funds as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable received by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest errorAgent.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Loan Agreement (Diebold Inc)
Procedures for Borrowing. (a) Borrower The Company may notify borrow under the Agent Commitments from time to time prior to 1:00 p.m., Eastern Standard or Daylight Time, as applicable ("Eastern Time"), the Facility Termination Date on a any Business Day of Borrower's request Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time to incur, time prior to the Facility Termination Date on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocableBusiness Day.
(b) Notwithstanding (i) The Company may from time to time request the provisions making of subsection (a) above, in the event Borrower desires to obtain a Revolving Credit Advance as by giving irrevocable notice (a Eurodollar Rate Loan, Borrower shall give “Borrowing Notice”) to the Agent at least (which notice must be received by the Agent prior to 10:00 A.M., local time of the Applicable Lending Installation of the Agent (or 1:00 P.M., local time for USD Advances), on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three (3Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) Business Days' prior written notice, specifying in each case (i) the date of amount to be borrowed, (ii) the proposed borrowing requested Borrowing Date (which shall be a Business Day), (iiiii) the type of borrowing and the amount on the date of currency in which such Advance to be borrowed, which amount Loan shall be an integral multiple of $1,000,000denominated and its Original USD Amount, and (iiiiv) in the duration case of each Eurocurrency Advance, the length of the first initial Interest Period therefor. Interest Periods for Eurodollar Rate Loans Each borrowing shall be for one, two in USD or three months; provideda Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if an Interest Period would end on the Advance is to be denominated in a day that is not Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Business DayRevolving Credit Advance, it the Agent shall end promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent's funding office for the Company (or 3:00 P.M., local time for Floating Rate Advances denominated in USD), on the next succeeding Business Day unless such day falls in requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall principal amount of each Revolving Credit Advance requested to be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given Borrowing Date available to the Agent pursuant at the Agent's funding office for the Company specified by the Agent from time to Section 2.3(b) or time by its notice of conversion given to the Agent pursuant to Section 2.3(d), Lenders and in immediately available or other same day funds customarily used for settlement in USD or in the relevant Foreign Syndicated Currency (as the case may be). Borrower shall elect the duration of The amounts made available by each succeeding Interest Period by giving irrevocable written notice Lender will then be made available to the Agent of such duration not less than three (3) Business Days prior to Company at the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If funding office for the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred Company and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur like funds as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable received by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest errorAgent.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement, each Credit Extension shall be made upon Borrower’s irrevocable written notice delivered to Bank in the form of a Notice of Borrowing, each executed by a Responsible Officer of Borrower or his or her designee or without instructions if the Credit Extensions are necessary to meet Obligations which have become due. Bank may notify the Agent rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Borrower will indemnify Bank for any loss Bank suffers due to such reliance. Such Notice of Borrowing must be received by Bank prior to 1:00 p.m.11:00 a.m. Pacific time, Eastern Standard or Daylight Time, as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than at least three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrowerrequested Funding Date, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion case of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loanLIBOR Credit Extensions, Borrower shall give the Agent not less than three and (3ii) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or at least one (1) Business Day's Day prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loansrequested Funding Date, in the aggregate.case of Prime Rate Credit Extensions (provided that if the outstanding Obligations on account of Advances or Letters of Credit on the Funding Date will be in excess of the Non-Formula Amount greater than zero, such Notice of Borrowing for LIBOR or Prime Rate Credit Extensions must be received by Bank prior to 11:00 a.m. Pacific time at least five (5) Business Days prior to the requested Funding Date), specifying:
(ei) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that Credit Extension, which, if a LIBOR Credit Extension is requested, shall be in an aggregate minimum principal amount of $1,000,000 or in any prepayment integral multiple of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor $500,000 in accordance with Section 2.3(f) hereof.excess thereof;
(fii) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.requested Funding Date;
(giii) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation whether the Credit Extension is to be comprised of LIBOR Credit Extensions or directive, or any change therein or in Prime Rate Credit Extensions; and
(iv) the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day duration of the Interest Period applicable to any such Eurodollar Rate Loan, Borrower LIBOR Credit Extensions included in such notice; provided that if the Notice of Borrowing shall pay fail to specify the Agent, upon duration of the Agent's requestInterest Period for any Credit Extension comprised of LIBOR Credit Extensions, such amount or amounts as may Interest Period shall be necessary one (1) month.
(b) The proceeds of all such Credit Extensions will then be made available to compensate Lenders for any loss or expense sustained or incurred Borrower on the Funding Date by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable Bank by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant transfer to the foregoing sentence submitted Designated Deposit Account and, subsequently, by Lenders wire transfer to such other account as Borrower may instruct in the Notice of Borrowing. No Credit Extensions shall be conclusive absent manifest errordeemed made to Borrower, and no interest shall accrue on any such Credit Extension, until the related funds have been deposited in the Designated Deposit Account.
Appears in 1 contract
Procedures for Borrowing. (a) The Borrower may notify borrow the Agent prior to 1:00 p.m., Eastern Standard or Daylight Time, Loans on the Effective Date (so long as applicable ("Eastern Time"the Effective Date is a Business Day), on a Business Day of Borrower's request to incur, on provided that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Administrative Agent at least irrevocable notice (which notice must be received by the Administrative Agent (a) prior to 12:00 Noon, New York City time, three Business Days prior to the Effective Date, in the case of EurodollarTerm Benchmark Loans, or (3b) prior to 1:00 P.M., New York City time, one Business Days' Day prior written noticeto the Effective Date, in the case of ABR Loans) specifying (i) the date amount and Type of Loans to be borrowed on the proposed borrowing (which shall be a Business Day), Effective Date and (ii) in the type case of borrowing EurodollarTerm Benchmark Loans, the respective amounts of each such Type of Loan and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (iii) the duration respective lengths of the first initial Interest Period therefor. Interest Periods Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for Eurodollar Rate Loans shall be for onethe account of the Borrower at the Funding Office prior to 10:00 A.M., two or three months; providedNew York City time, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless Effective Date in funds immediately available to the Administrative Agent. The proceeds of such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be borrowing made available to Borrower during the continuance of a Default or an Event of Default.
Administrative Agent by the Lenders and in like funds as received by the Administrative Agent will be (ci) Each Interest Period of a Eurodollar Rate Loan shall commence deposited by the Administrative Agent into the Escrow Account on the date such Eurodollar Rate Loan is Effective Date in accordance with the Escrow Agreement and then (ii) either (A) on the Escrow Release Date, made available to the Borrower in accordance with the Escrow Agreement (subject to the payment of fees, expenses and shall end any other amounts then payable by the Borrower to any of the Administrative Agent, the Arrangers and the Lenders) or (B) if the Escrow Release Date does not occur on such date as Borrower may elect or prior to September 9, 2020 (the “Escrow Expiration Date”), applied as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow2.4.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Term Loan Credit Agreement (PACIFIC GAS & ELECTRIC Co)
Procedures for Borrowing. The procedures for borrowing under this Section 2.1C shall be as follows:
(a) Borrower may notify Any such borrowing prior to the scheduled Expiration Date shall be made pro-rata among the Banks and shall be made upon the Company's written notice to the Administrative Agent (which notice must be received by the Administrative Agent prior to 1:00 p.m., Eastern Standard or Daylight Time, as applicable 11:00 a.m. New York time three ("Eastern Time"), 3) London Banking Days prior to the requested borrowing date in the event of a LIBOR Loan and by 11:00 a.m. New York time on a Business the same Banking Day of Borrower's request to incur, on that day, a Revolving Advance hereunderthe proposed date of such borrowing in the event of an Alternate Base Rate Loan. Should any Such notice shall specify:
(1) the amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with of the Agent or Lenders, or with respect to any other Obligation, become due, same borrowing;
(2) the requested borrowing date which shall be deemed a request for a Revolving Advance as Banking Day; and
(3) the type of Loan(s) comprising the borrowing; and
(4) the duration of the LIBOR Interest Period for any LIBOR Loan(s) and the maturity date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or of any other agreement with the Agent or Lenders, and such request shall be irrevocableAlternate Base Rate Loan(s).
(b) Notwithstanding the provisions The Administrative Agent shall promptly notify each Bank of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (i) the date its receipt of each of the proposed borrowing (which shall be a Business Day)Company's notice of borrowing, (ii) the type amount of borrowing and the amount on the date each Bank's pro-rata share of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, borrowing; and (iii) the duration name of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans Company's bank, the Company's account number and American Banking Association routing number of the bank at which the Company's account is maintained and to which such pro-rata shares shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Defaultrouted.
(c) Each Interest Period Bank's pro-rata share of a Eurodollar Rate each Term Loan shall commence be delivered by each such Bank to the Company not later than 3:00 p.m. New York time on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the 13 last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d)period set forth herein, as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice time being of the Interest Period elected essence, in immediately available Dollars by Borrower, Borrower shall be deemed wire transfer to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration an account of the first Interest Period therefor. After giving effect to each such conversionCompany designated by the Company, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid in writing to the date of such repayment. Borrower shall specify Administrative Agent, with the date of prepayment of Advances which are Eurodollar Rate Loans account number and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment American Banking Association routing number of the principal of bank at which such account is maintained. Any borrowing under this Section 2.1C(iii) which is to be made on or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant subsequent to the foregoing sentence submitted by scheduled Expiration Date (during any extension hereof) shall not be pro-rata among the Agent or any Lender to Borrower shall be conclusive absent manifest errorBanks.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Five Year Revolving Credit Agreement (Sherwin Williams Co)
Procedures for Borrowing. The Company may borrow once under the Commitments on any Business Day on or before January 31, 1999; provided, that the Company shall give the Administrative Agent an irrevocable Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 a.m., New York City time)
(a) Borrower may notify the Agent three Business Days prior to 1:00 p.m.the requested Borrowing Date, Eastern Standard if all or Daylight Time, as applicable ("Eastern Time"), on a Business Day any part of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required the requested Loans are to be paid as interest hereunderinitially Eurodollar Loans, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding on the provisions of subsection (a) aboverequested Borrowing Date, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written noticeotherwise, specifying in each case (i) the date of the proposed borrowing (which shall amount to be a Business Day)borrowed, (ii) the type of borrowing and the amount on the date of such Advance to be borrowedrequested Borrowing Date, which amount shall be an integral multiple of $1,000,000, and (iii) whether the duration borrowing is to be of the first Interest Period therefor. Interest Periods for Eurodollar Loans, Floating Rate Loans shall or a combination thereof and (iv) if the borrowing is to be for one, two entirely or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No partly of Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepaymentType of Loan and the length of the initial Eurodollar Interest Periods therefor. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower Each borrowing shall indemnify the Agent and Lenders therefor be in accordance with Section 2.3(fan amount equal to (A) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment case of Floating Rate Loans, $5,000,000 or a whole multiple of $5,000,000 in excess thereof, and (B) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $5,000,000 in excess thereof. Upon receipt of such notice from the Company, the Administrative Agent shall promptly notify each Lender thereof. Not later than 11:00 a.m., New York City time, on the requested Borrowing Date each Lender shall make an amount equal to its Committed Percentage of the principal amount of or interest the Loans requested to be made on any Eurodollar Rate Loan or failure such Borrowing Date available to the Administrative Agent at its New York office specified in Section 12.1 in immediately available funds. The Administrative Agent shall on such date credit the account of the Company on the books of such office with the aggregate of the amounts made available to the Administrative Agent by Borrower the Lenders and in like funds as received by the Administrative Agent. The Borrowing Notice shall be irrevocable, and the Company shall be bound to complete make a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest erroraccordance therewith.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Procedures for Borrowing. (a) Each Borrowing shall be made upon the irrevocable written notice of the Borrower may notify (in the case of a Borrowing of Revolving Credit Loans) or the Borrower, as applicable, delivered to the Administrative Agent in the form of a Borrowing Notice (which notice must be received by the Administrative Agent prior to 1:00 p.m., Eastern Standard or Daylight Time, as applicable ("Eastern Time"i) 11:00 a.m. three Business Days prior to the requested date of any Borrowing of LIBOR Rate Loans and (ii) 11:00 a.m. on the requested date of any Borrowing of Base Rate Loans), on a Business Day in any such case, specifying:
(i) the amount of Borrower's request to incurthe Borrowing, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same which shall be deemed a request for a Revolving Advance as of in an aggregate amount not less than the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.Minimum Tranche;
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (iii) the date of the proposed borrowing (requested Borrowing, which shall be a Business Day), ;
(iiiii) the type Type of borrowing and Loans comprising the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and Borrowing; and
(iiiiv) the duration of the first Interest Period therefor. Interest Periods for Eurodollar applicable to any LIBOR Rate Loans shall be for one, two or three monthsincluded in such notice; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in Borrowing Notice fails to specify the next succeeding calendar month in which case duration of the Interest Period shall end on the next preceding Business Day. No Eurodollar for any Borrowing comprised of LIBOR Rate Loan Loans, such Interest Period shall be made available to Borrower during the continuance one month.
(b) Following receipt of a Default or an Event Borrowing Notice, the Administrative Agent will promptly notify each Lender of Defaultthe amount of such Lender’s Pro Rata Share of the Borrowing.
(c) Each Interest Period Lender will make the amount of a Eurodollar Rate Loan shall commence its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Borrower at the Administrative Agent’s Office on the date of Borrowing requested by the Borrower in Same Day Funds by 12:00 noon. The proceeds of all such Eurodollar Rate Loan is Loans will then be made available to the Borrower by the Administrative Agent at such office either by (i) crediting the account of the Borrower on the books of U.S. Bank with the aggregate of the amounts made available to the Administrative Agent by the Lenders and shall end on such date in like funds as Borrower may elect as set forth received by the Administrative Agent or (ii) wire transfer of funds, in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined case in accordance with instructions received by (and reasonably acceptable to) the practice of Administrative Agent by the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuingExcept as otherwise provided herein, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar LIBOR Rate Loan shall may be made continued or converted only on the last Business Day day of then current an Interest Period applicable to for such Eurodollar LIBOR Rate Loan. If Unless the Required Lenders otherwise consent, during the existence of a Default, no Borrower desires may elect to convert have a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from Loan converted into or continued as a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic LIBOR Rate Loan, specifying .
(e) The Administrative Agent shall promptly notify the date Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Rate Loans upon determination of such conversioninterest rate. Each determination of an applicable LIBOR Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the loans to be converted Administrative Agent shall notify the Borrower and if the conversion is from a Domestic Lenders of any change in the Prime Rate Loan to any other type promptly following the public announcement of loan, the duration of the first Interest Period therefor. such change.
(f) After giving effect to each such conversionall Borrowings, all conversions of Loans from one Type to the other and all continuations of Loans as the same Type, there shall not be outstanding more than five Eurodollar Rate Loans, six Interest Periods in the aggregateeffect.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Donaldson Co Inc)
Procedures for Borrowing. (a) Borrower may notify Subject to the Agent prior satisfaction of all other applicable conditions to 1:00 p.m.the making of each Term Loan set forth in this Agreement, Eastern Standard or Daylight Time, as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate any Term Loan, Borrower shall give deliver to the Collateral Agent at least three and Lenders by electronic mail or facsimile a completed Advance Request Form for such Term Loan executed by a Responsible Officer of Borrower (3) Business Days' prior written notice, specifying (i) which notice shall be irrevocable on and after the date of the proposed borrowing (on which such notice is given and Borrower shall be bound to make a Business Dayborrowing in accordance therewith), (ii) the type in which case each Lender agrees to advance its Applicable Percentage of borrowing and the amount such Term Loan to Borrower on the date Tranche A Closing Date, Tranche B Closing Date, Tranche C Closing Date or Tranche D Closing Date, as applicable, by wire transfer of same day funds in Dollars, to such Advance account(s) in the United States as may be designated in writing to be borrowedthe Collateral Agent by Borrower prior to the Tranche A Closing Date, which amount shall be an integral multiple of $1,000,000Tranche B Closing Date, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for oneTranche C Closing Date or Tranche D Closing Date, two or three monthsas applicable; provided, if an Interest Period would end on a day that is not a Business Dayhowever, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d)that, as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Tranche B Loan, Borrower shall pay deliver to the AgentCollateral Agent and Lenders by electronic mail or facsimile such completed Advance Request Form no later than June 30, upon 2025; provided, further, that, with respect to the Agent's requestTranche C Loan, Borrower shall deliver to the Collateral Agent and Lenders by electronic mail or facsimile, at its option should it wish to obtain the Tranche C Loan, such amount or amounts as may be necessary completed Advance Request Form no earlier than the date on which the conditions precedent set forth in Section 3.3(h) have been satisfied and no later than December 31, 2025; provided, finally, that, with respect to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect the Tranche D Loan, Borrower shall
1. Due Organization, Existence, Power and Authority. Parent and each of such Eurodollar Rate Loan as a result of such payment or conversionits Subsidiaries, including Borrower, (but not limited toa) is duly incorporated, organized or formed, and validly existing and, where applicable, in good standing under the laws of its jurisdiction of incorporation, organization or formation identified on Schedule 4.15 of the Disclosure Letter, (b) has all requisite power and authority to (i) own, lease, license and operate its assets and properties and to carry on its business as currently conducted and (ii) execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder and otherwise carry out the transactions contemplated thereby, (c) is duly qualified and, where applicable, in good standing under the laws of each jurisdiction where its ownership, lease, license or operation of assets or properties or the conduct of its business requires such qualification, and (d) has all requisite Governmental Approvals to operate its business as currently conducted; except in each case referred to clauses (a) (other than with respect to Borrower and any interest other Credit Party), (b)(i), (c) or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant (d) above, to the foregoing sentence submitted by Lenders extent that failure to Borrower shall do so could not, individually or in the aggregate, reasonably be conclusive absent manifest errorexpected to result in a Material Adverse Change.
Appears in 1 contract
Sources: Loan Agreement (NovoCure LTD)
Procedures for Borrowing. Borrower shall deliver to the Collateral Agent by electronic mail or facsimile a completed Payment/Advance Request for each Term Loan executed by a Responsible Officer of Borrower (awhich notice shall be irrevocable on and after the date on which such notice is given and Borrower, subject to the satisfaction or waiver of all applicable conditions to the making of such Term Loan set forth in this Agreement, shall be bound to make a borrowing in accordance therewith), in which case, subject to the prior satisfaction or waiver of all applicable conditions to the making of such Term Loan set forth in this Agreement, each Lender agrees to advance its Applicable Percentage of such Term Loan to Borrower on the Tranche A Closing Date or Tranche B Closing Date, as applicable, by wire transfer of same day funds in Dollars, to such account(s) in the United States as may be designated in writing to the Collateral Agent by Borrower may notify the Agent prior to 1:00 p.m., Eastern Standard the Tranche A Closing Date or Daylight TimeTranche B Closing Date, as applicable ("Eastern Time")applicable. For the avoidance of doubt, on the parties hereto agree that Borrower is obligated to deliver a Business Day of Borrower's request to incur, on that day, a Revolving completed Payment/Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Request for the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, Tranche B Loan in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
manner described above no later than ten (b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (310) Business Days' Days (or such shorter period as may be agreed to by Lenders) prior written notice, specifying (i) to the date of the proposed borrowing Tranche B Closing Date set forth in such Payment/Advance Request (which shall be a Business Dayno later than November 2, 2020), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.”
(g) Notwithstanding The Loan Agreement shall be amended by deleting the text “the Term Loan Maturity Date” contained in Section 5.2(a)(i) of the Loan Agreement and substituting in lieu thereof the text “any other provision hereofTerm Loan Maturity Date”.
(h) The Loan Agreement shall be amended by deleting the text “through the Term Loan Maturity Date” contained in Section 5.7(c)(i) of the Loan Agreement.
(i) The Loan Agreement shall be amended by deleting the text “before the Term Loan Maturity Date” contained in Section 5.7(c)(ii) of the Loan Agreement.
(j) The Loan Agreement shall be amended by deleting the text “the Term Loan Maturity Date” contained in the first sentence of Section 7.1 of the Loan Agreement and substituting in lieu thereof the text “the Tranche A Maturity Date, if any applicable law, treaty, regulation or directivewith respect to the Tranche A Loan, or any change therein or the Tranche B Maturity Date, with respect to the Tranche B Loan, as applicable”.
(k) The Loan Agreement shall be amended by deleting the text “the Term Loan Maturity Date” contained in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes second sentence of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day Section 7.1 of the Interest Period applicable Loan Agreement and substituting in lieu thereof the text “the Tranche A Maturity Date, with respect to such Eurodollar Rate the Tranche A Loan, Borrower shall pay or the AgentTranche B Maturity Date, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in with respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower Tranche B Loan, as applicable”.
(l) The Loan Agreement shall be conclusive absent manifest error.amended by adding to Section 13.1 of the Loan Agreement the following defined term in the appropriate alphabetical order:
Appears in 1 contract
Procedures for Borrowing. (a) Each Borrowing shall be made upon the irrevocable written notice of the applicable Borrower may notify delivered to the Administrative Agent in the form of a Borrowing Notice (which notice must be received by the Administrative Agent prior to 1:00 p.m.(i) 10:30 a.m. four Business Days prior to the requested date of any Borrowing of Offshore Currency Loans, Eastern Standard or Daylight Time, as applicable ("Eastern Time"ii) 11:00 a.m. three Business Days prior to the requested date of any Borrowing of LIBOR Rate Loans denominated in Dollars and (iii) 10:30 a.m. on the requested date of any Borrowing of Base Rate Loans), on a Business Day in any such case, specifying:
(i) the amount of Borrower's request to incurthe Borrowing, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same which shall be deemed a request for a Revolving Advance as of in an aggregate amount not less than the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.Minimum Tranche;
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (iii) the date of the proposed borrowing (requested Borrowing, which shall be a Business Day), ;
(iiiii) the type Type of borrowing and Loans comprising the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and Borrowing;
(iiiiv) the duration of the first Interest Period therefor. Interest Periods for Eurodollar applicable to any LIBOR Rate Loans shall be for one, two or three monthsincluded in such notice; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in Borrowing Notice fails to specify the next succeeding calendar month in which case duration of the Interest Period for any Borrowing comprised of LIBOR Rate Loans, such Interest Period shall end be one month; and
(v) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency.
(b) Following receipt of a Borrowing Notice, the Administrative Agent will promptly notify each Lender of the amount of such Lender’s Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Lender’s Pro Rata Share of the Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in the Borrowing Notice, promptly notify each Lender of the exact Dollar Equivalent amount of such Lender’s Pro Rata Share of the Borrowing. The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of DefaultRevaluation Date therefor in accordance with Section 2.04(a).
(c) Each Interest Period Lender will make the amount of a Eurodollar Rate Loan shall commence its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the applicable Borrower at the Administrative Agent’s Office on the date of Borrowing requested by such Eurodollar Rate Loan is Borrower in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Administrative Agent may specify. The proceeds of all such Loans will then be made available to the applicable Borrower by the Administrative Agent at such office either by (i) crediting the account of the applicable Borrower on the books of ▇▇▇▇▇ Fargo with the aggregate of the amounts made available to the Administrative Agent by the Lenders and shall end on such date in like funds as Borrower may elect as set forth received by the Administrative Agent or (ii) wire transfer of funds, in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined case in accordance with instructions received by (and reasonably acceptable to) the practice of Administrative Agent by the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuingExcept as otherwise provided herein, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar LIBOR Rate Loan shall may be made continued or converted only on the last Business Day day of then current an Interest Period applicable to for such Eurodollar LIBOR Rate Loan. If Unless the Required Lenders otherwise consent, during the existence of a Default, no Borrower desires may elect to convert have (i) a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from Loan in Dollars converted into or continued as a Domestic Rate Loan to a Eurodollar LIBOR Rate Loan or (ii) an Offshore Currency Loan continued for an Interest Period exceeding one month.
(1e) Business Day's prior written notice The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to convert from a Eurodollar any Interest Period for LIBOR Rate Loan to a Domestic Rate Loan, specifying the date Loans upon determination of such conversioninterest rate. Each determination of an applicable LIBOR Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the loans to be converted Administrative Agent shall notify the Borrowers and if the conversion is from a Domestic Lenders of any change in the Prime Rate Loan to any other type promptly following the public announcement of loan, the duration of the first Interest Period therefor. such change.
(f) After giving effect to each such conversionall Borrowings, all conversions of Loans from one Type to the other and all continuations of Loans as the same Type, there shall not be outstanding more than five Eurodollar Rate Loans, 12 Interest Periods in the aggregateeffect.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Donaldson Co Inc)
Procedures for Borrowing. (a) Borrower may notify Each Borrowing shall be made upon the irrevocable written notice of the applicable Borrower, delivered to the Administrative Agent in the form of a Borrowing Notice (which notice must be received by the Administrative Agent prior to 1:00 p.m.(i) 10:30 a.m. four Eurocurrency Banking Days prior to the requested date of any Borrowing of Eurocurrency Rate Loans denominated in an Offshore Currency, Eastern Standard or Daylight Time(ii) 11:00 a.m. three Eurocurrency Banking Days prior to the requested date of any Borrowing of Eurocurrency Rate Loans denominated in Dollars, as applicable ("Eastern Time"iii) 10:30 a.m. on the requested date of any Borrowing of Base Rate Loans, (iv) 11:00 a.m. five RFR Business Days prior to the requested date of any Borrowing of RFR Loans), on a Business Day in any such case, specifying:
(i) [Reserved];
(ii) the amount of Borrower's request to incurthe Borrowing, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same which shall be deemed a request for a Revolving Advance as of in an aggregate amount not less than the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.Minimum Tranche;
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (iiii) the date of the proposed borrowing (requested Borrowing, which shall be a Business Day), ;
(iiiv) the type Type of borrowing and Loans comprising the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and Borrowing;
(iiiv) the duration of the first Interest Period therefor. Interest Periods for Eurodollar applicable to any Eurocurrency Rate Loans shall be for one, two or three monthsTerm RFR Loan included in such notice; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in Borrowing Notice fails to specify the next succeeding calendar month in which case duration of the Interest Period for any Borrowing comprised of Eurocurrency Rate Loans or Term RFR Loans, such Interest Period shall end be one month; and
(vi) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency.
(b) Following receipt of a Borrowing Notice, the Administrative Agent will promptly notify each Lender of the amount of such Lender’s Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Lender’s Pro Rata Share of the Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in the Borrowing Notice, promptly notify each Lender of the exact Dollar Equivalent amount of such Lender’s Pro Rata Share of the Borrowing. The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of DefaultRevaluation Date therefor.
(c) Each Interest Period Lender will make the amount of a Eurodollar Rate Loan shall commence its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the applicable Borrower at the Administrative Agent’s Office on the date of Borrowing requested by such Eurodollar Rate Loan is Borrower in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Administrative Agent may specify. The proceeds of all such Loans will then be made available to the applicable Borrower by the Administrative Agent at such office either by (i) crediting the account of the applicable Borrower on the books of ▇▇▇▇▇ Fargo with the aggregate of the amounts made available to the Administrative Agent by the Lenders and shall end on such date in like funds as Borrower may elect as set forth received by the Administrative Agent or (ii) wire transfer of funds, in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined case in accordance with instructions received by (and reasonably acceptable to) the practice of Administrative Agent by the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuingExcept as otherwise provided herein, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Eurocurrency Rate Loan shall or Term RFR Loan may be made continued or converted only on the last Business Day day of then current an Interest Period applicable to for such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Eurocurrency Rate Loan or one Term RFR Loan, as applicable. Unless the Required Lenders otherwise consent, during the existence of a Default, no Borrower may elect to have (1i) Business Day's prior written notice to convert from a Eurodollar Loan in Dollars converted into or continued as a Eurocurrency Rate Loan or (ii) an Offshore Currency Loan continued for an Interest Period exceeding one month.
(e) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to a Domestic any Interest Period for Eurocurrency Rate Loan, specifying the date Loans or RFR Loans upon determination of such conversioninterest rate. Each determination of an applicable Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the loans to be converted Administrative Agent shall notify the Borrowers and if the conversion is from a Domestic Lenders of any change in the Prime Rate Loan to any other type promptly following the public announcement of loan, the duration of the first Interest Period therefor. such change.
(f) After giving effect to each such conversionall Borrowings, all conversions of Loans from one Type to the other and all continuations of Loans as the same Type, there shall not be outstanding more than five Eurodollar Rate Loans, 12 Interest Periods in the aggregateeffect.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Donaldson Co Inc)
Procedures for Borrowing. The procedures for borrowing under this Section 2.1C shall be as follows:
(a) Borrower may notify Any such borrowing prior to the scheduled Termination Date shall be made pro-rata among the Lenders and shall be made upon the Company's written notice to the Administrative Agent (which notice must be received by the Administrative Agent prior to 1:00 p.m., Eastern Standard 11:00 a.m. New York time three (3) London Banking Days prior to the requested borrowing date in the event of a LIBOR Loan and by 11:00 a.m. New York time on the same Banking Day of the proposed date of such borrowing in the event of an Alternate Base Rate Loan). Such notice shall specify:
(1) the amount of such borrowing;
(2) the requested borrowing date which shall be a Banking Day or Daylight Timea London Banking Day, as applicable the case may be;
("Eastern Time"), on a Business Day 3) the type of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Loan(s) comprising such borrowing; and
(4) the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as duration of the LIBOR Interest Period for any LIBOR Loan(s) and the maturity date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or of any other agreement with the Agent or Lenders, and such request shall be irrevocableAlternate Base Rate Loan(s).
(b) Notwithstanding the provisions The Administrative Agent shall promptly notify each Lender of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (i) the date its receipt of the proposed borrowing (which shall be a Business Day)Company's Notice of borrowing, (ii) the type amount of borrowing and the amount on the date each Lender's pro-rata share of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000borrowing, and (iii) the duration name of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans Company's bank, the Company's account number and American Banking Association routing number of the bank at which the Company's account is maintained and to which such pro-rata shares shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Defaultrouted.
(c) Each Interest Period Lender's pro-rata share of a Eurodollar Rate each Term Loan shall commence be delivered by each such Lender to the Company not later than 3:00 p.m. New York time on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d)period set forth herein, as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice time being of the Interest Period elected essence, in immediately available Dollars by Borrower, Borrower shall be deemed wire transfer to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration an account of the first Interest Period therefor. After giving effect to each such conversionCompany designated by the Company, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid in writing to the date of such repayment. Borrower shall specify Administrative Agent, with the date of prepayment of Advances which are Eurodollar Rate Loans account number and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment American Banking Association routing number of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest errorbank at which such account is maintained.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Five Year Revolving Credit Agreement (Sherwin Williams Co)
Procedures for Borrowing. (a) Each Borrowing shall be made upon the irrevocable written notice of the applicable Borrower may notify (in the case of a Borrowing of Revolving Credit Loans) or the Company, as applicable, delivered to the Administrative Agent in the form of a Borrowing Notice (which notice must be received by the Administrative Agent prior to 1:00 p.m.(i) 10:30 a.m. four Business Days prior to the requested date of any Borrowing of Offshore Currency Loans, Eastern Standard or Daylight Time, as applicable ("Eastern Time"ii) 11:00 a.m. three Business Days prior to the requested date of any Borrowing of LIBOR Rate Loans denominated in Dollars and (iii) 10:30 a.m. on the requested date of any Borrowing of Base Rate Loans), on in any such case, specifying: (i) whether the Borrowing consists of Revolving Credit Loans and/or a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.Term Loan;
(b) Notwithstanding Following receipt of a Borrowing Notice, the provisions Administrative Agent will promptly notify each Lender of subsection (a) abovethe amount of such Lender’s Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Lender’s Pro Rata Share of the Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate LoanBorrowing Notice, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (i) the date promptly notify each Lender of the proposed borrowing (which shall exact Dollar Equivalent amount of such Lender’s Pro Rata Share of the Borrowing. The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be a Business Day), (ii) determined by the type of borrowing and the amount Administrative Agent for such Borrowing on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls Revaluation Date therefor in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Defaultaccordance with Section 2.04(a).
(c) Each Interest Period Lender will make the amount of a Eurodollar Rate Loan shall commence its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the applicable Borrower at the Administrative Agent’s Office on the date of Borrowing requested by such Eurodollar Rate Loan is Borrower in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Administrative Agent may specify. The proceeds of all such Loans will then be made available to the applicable Borrower by the Administrative Agent at such office either by (i) crediting the account of the applicable Borrower on the books of ▇▇▇▇▇ Fargo with the aggregate of the amounts made available to the Administrative Agent by the Lenders and shall end on such date in like funds as Borrower may elect as set forth received by the Administrative Agent or (ii) wire transfer of funds, in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined case in accordance with instructions received by (and reasonably acceptable to) the practice of Administrative Agent by the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuingExcept as otherwise provided herein, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar LIBOR Rate Loan shall may be made continued or converted only on the last Business Day day of then current an Interest Period applicable to for such Eurodollar LIBOR Rate Loan. If Unless the Required Lenders otherwise consent, during the existence of a Default, no Borrower desires may elect to convert have (i) a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from Loan in Dollars converted into or continued as a Domestic Rate Loan to a Eurodollar LIBOR Rate Loan or one (1ii) Business Day's prior written notice to convert from a Eurodollar Rate an Offshore Currency Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first continued for an Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregateexceeding one month.
(e) At its option The Administrative Agent shall promptly notify the Borrowers and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Lenders of the interest rate applicable to any Interest Period for LIBOR Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date upon determination of such repaymentinterest rate. Borrower shall specify the date Each determination of prepayment of Advances which are Eurodollar an applicable LIBOR Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Administrative Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent in the absence of manifest error.
(g) Notwithstanding . At any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar time that Base Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.are
Appears in 1 contract
Sources: Credit Agreement (Donaldson Co Inc)
Procedures for Borrowing. The procedures for borrowing under this Section 2.1C shall be as follows:
(a) Borrower may notify Any such borrowing prior to the scheduled Termination Date shall be made pro-rata among the Lenders and shall be made upon the Company's written notice to the Administrative Agent (which notice must be received by the Administrative Agent prior to 1:00 p.m., Eastern Standard 11:00 a.m. New York time three (3) London Banking Days prior to the requested borrowing date in the event of a LIBOR Loan and by 11:00 a.m. New York time on the same Banking Day of the proposed date of such borrowing in the event of an Alternate Base Rate Loan. Such notice shall specify:
(1) the amount of such borrowing;
(2) the requested borrowing date which shall be a Banking Day or Daylight Timea London Banking Day, as applicable the case may be;
("Eastern Time"), on a Business Day 3) the type of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Loan(s) comprising such borrowing; and
(4) the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as duration of the LIBOR Interest Period for any LIBOR Loan(s) and the maturity date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or of any other agreement with the Agent or Lenders, and such request shall be irrevocableAlternate Base Rate Loan(s).
(b) Notwithstanding the provisions The Administrative Agent shall promptly notify each Lender of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (i) the date its receipt of the proposed borrowing (which shall be a Business Day)Company's Notice of borrowing, (ii) the type amount of borrowing and the amount on the date each Lender's pro-rata share of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, borrowing; and (iii) the duration name of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans Company's bank, the Company's account number and American Banking Association routing number of the bank at which the Company's account is maintained and to which such pro-rata shares shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Defaultrouted.
(c) Each Interest Period Lender's pro-rata share of a Eurodollar Rate each Term Loan shall commence be delivered by each such Lender to the Company not later than 3:00 p.m. New York time on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d)period set forth herein, as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice time being of the Interest Period elected essence, in immediately available Dollars by Borrower, Borrower shall be deemed wire transfer to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration an account of the first Interest Period therefor. After giving effect to each such conversionCompany designated by the Company, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid in writing to the date of such repayment. Borrower shall specify Administrative Agent, with the date of prepayment of Advances which are Eurodollar Rate Loans account number and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment American Banking Association routing number of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest errorbank at which such account is maintained.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Five Year Revolving Credit Agreement (Sherwin Williams Co)
Procedures for Borrowing. (a) Each Borrower may notify borrow under the Agent Revolving Credit Commitments, in each case from time to time prior to 1:00 p.m., Eastern Standard or Daylight Time, as the Facility Termination Date on any Business Day. The applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Administrative Agent at least irrevocable notice (which notice must be received by the Administrative Agent prior to (a) if such Loan is denominated in any Available Foreign Currency, 11:00 a.m., London time three Business Days prior to the requested Borrowing Date, and (3b) if such Loan is denominated in Dollars, 11:00 a.m., Chicago time three Business Days' Days prior written notice, to the requested Borrowing Date if all or any part of the requested Revolving Credit Loans are to be Eurocurrency Loans or one Business Day prior to the requested Borrowing Date if all or any part of the requested Revolving Credit Loans are to be Floating Rate Loans) specifying in each case (i) the date of the proposed borrowing (which shall amount to be a Business Day)borrowed, (ii) the type of borrowing and the amount on the date of such Advance to be borrowedrequested Borrowing Date, which amount shall be an integral multiple of $1,000,000, and (iii) the duration Agreed Currency thereof, (iv) whether such Loan is a Floating Rate Loan or a Eurocurrency Loan (and such Loan shall be a Eurocurrency Loan if it is denominated in any Available Foreign Currency), (v) if applicable, the length of the first initial Interest Period therefortherefor and (vi) the applicable Borrower. Interest Periods for Eurodollar Rate Loans Each borrowing shall be in an Agreed Currency. Each such borrowing shall be in an amount equal to an amount in the relevant Agreed Currency which is 5,000,000 units or a whole multiple of 1,000,000 units in excess thereof or such other amounts as may be agreed upon between the applicable Borrower and the Administrative Agent. Upon receipt of any such notice from any such Borrower, the Administrative Agent shall promptly notify the Lenders with respect to such Borrowing. Not later than 1:00 p.m., local time of the Administrative Agent’s funding office for onesuch Borrower, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of such Revolving Credit Loans requested to be made on such Borrowing Date available to the Administrative Agent at the Administrative Agent’s funding office for such Borrower specified by the Administrative Agent from time to time by notice to the Lenders and in immediately available or other same day falls funds customarily used for settlement in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Dayrelevant Agreed Currency. No Eurodollar Rate Loan shall The amounts made available by each Lender will then be made available to the relevant Borrower during at the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date funding office for such Eurodollar Rate Loan is made Borrower and shall end on such date in like funds as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable received by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest errorAdministrative Agent.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit Agreement (Diebold Inc)
Procedures for Borrowing. (a) Borrower The Company may notify borrow under the Agent Commitments from time to time prior to 1:00 p.m., Eastern Standard or Daylight Time, as applicable ("Eastern Time"), the Facility Termination Date on a any Business Day of Borrower's request Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time to incur, time prior to the Facility Termination Date on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocableBusiness Day.
(b) Notwithstanding (i) The Company may from time to time request the provisions making of subsection (a) above, in the event Borrower desires to obtain a Revolving Credit Advance as by giving irrevocable notice (a Eurodollar Rate Loan, Borrower shall give “Borrowing Notice”) to the Agent at least (which notice must be received by the Agent prior to 10:00 A.M., local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three (3Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) Business Days' prior written notice, specifying in each case (i) the date of amount to be borrowed, (ii) the proposed borrowing requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agent.
(ii) A Borrower may from time to time request the type making of borrowing and an Alternate Currency Loan by giving irrevocable notice to the person to whom notice should be delivered as provided in the applicable Alternate Currency Addendum (which notice must be received by such person prior to 10:00 A.M., local time, not less than three Business Days prior to the requested Borrowing Date) specifying in each case (i) the amount on the date of such Advance to be borrowed, (ii) the requested Borrowing Date (which amount shall be an integral multiple of $1,000,000a Business Day falling one month or more before the Facility Termination Date), and (iii) the duration currency in which such Loan shall be denominated and its Original Dollar Amount, (iv) the length of the first initial Interest Period therefortherefor and, (v) such other information as may be required pursuant to the applicable Alternate Currency Addendum. Interest Periods for Eurodollar Rate Loans Each borrowing shall be in an Alternate Currency the amounts of which shall be (a) (if less than the aggregate Available Alternate Currency Commitments for onethe applicable Alternate Currency) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, two such comparable and convenient amount thereof as the Agent or three months; providedthe Applicable Alternate Currency Lenders may from time to time specify) or (b) equal to the amount of the aggregate Available Alternate Currency Commitments for the applicable Alternate Currency. Upon receipt of any such notice from any such Borrower relating to an Alternate Currency Loan, if an Interest Period would end on a day that is not a Business Daythe person receiving such notice shall promptly notify the applicable Alternate Currency Lenders. Not later than 2:00 P.M., it shall end local time at the funding office for such Borrower, on the next succeeding Business Day unless requested Borrowing Date, each applicable Alternate Currency Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Alternate Currency Advance requested to be made on such Borrowing Date available to the Borrower at the person’s funding office for such Borrower specified by such person from time to time by notice to the applicable Alternate Currency Lenders and in immediately available or other same day falls funds customarily used for settlement in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Dayrelevant Alternate Currency. No Eurodollar Rate Loan shall The amounts made available by each such Alternate Currency Lender will then be made available to the relevant Borrower during at the continuance funding office for such Borrower and in like funds as received by such person. In the event of a Default or any conflict between the terms and condition of this Section 2.3(b)(ii) and an Event Alternate Currency Addendum, the terms of Defaultthe applicable Alternate Currency Addendum shall control.
(c) Each Interest Period If a Borrower requests that an Advance be denominated in a Foreign Currency but the Agent is of a Eurodollar Rate Loan the reasonable opinion that it is not feasible for such Advance to be denominated in such Foreign Currency, then the Agent shall commence notify the Borrower and the Lenders not later than 11:00 a.m. local time on the date Quotation Date for such Eurodollar Rate Loan is Advance and such Advance shall not be made unless the Borrower and shall end on the Lenders agree that such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan Advance shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan in Dollars or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances another Foreign Currency which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest errorsimilarly affected.
Appears in 1 contract
Procedures for Borrowing. (a) The Borrower may notify borrow the Agent prior to 1:00 p.m., Eastern Standard or Daylight Time, Loans on the Effective Date (so long as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment Effective Date is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three (3) Business Days' prior written notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect give the initial Interest Period applicable Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent (a)(a) prior to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d)12:00 Noon, as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than New York City time, three (3) Business Days prior to the last day Effective Date, in the case of then current Interest Period applicable Term Benchmark Loans, or (b)(b) prior to 1:00 P.M., New York City time, one Business Day prior to the Effective Date, in the case of ABR Loans) specifying (i)(i) the amount and Type of Loans to be borrowed on the Effective Date and (ii)(ii) in the case of Term Benchmark Loans, the respective amounts of each such Eurodollar Rate Loan. If Type of Loan and the Agent does not receive timely notice respective lengths of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first initial Interest Period therefor. After giving effect to Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repaymentLender thereof. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 10:00 A.M., New York City time, on the Effective Date in funds immediately available to the Administrative Agent. The proceeds of such prepayment. In borrowing made available to the event that any prepayment of a Eurodollar Rate Loan is required or permitted Administrative Agent by the Lenders and in like funds as received by the Administrative Agent will be (i) deposited by the Administrative Agent into the Escrow Account on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor Effective Date in accordance with Section 2.3(fthe Escrow Agreement and then (ii) hereof.
either (fA) Borrower shall indemnify on the Agent and Lenders and hold Escrow Release Date, made available to the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in accordance with the Escrow Agreement (subject to the payment of the principal of or interest on fees, expenses and any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest other amounts then payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as Borrower to any additional amounts payable pursuant of the Administrative Agent, the Arrangers and the Lenders) or (B) if the Escrow Release Date does not occur on or prior to September 9, 2020 (the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g“Escrow Expiration Date”), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts applied as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders set forth in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest errorSection 2.42.4 .
Appears in 1 contract
Sources: Term Loan Credit Agreement (PACIFIC GAS & ELECTRIC Co)
Procedures for Borrowing. (a) Borrowings under the Warehousing Facility shall occur on Wednesday of each week, provided the Borrower may notify the Agent prior shall have given notice to 1:00 p.m.both Agents of a proposed Warehousing Borrowing not later than 12:00 Noon, Eastern Standard or Daylight TimeDenver, as applicable ("Eastern Time")Colorado time, on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Borrower shall give the Agent at least three two (32) Business Days' Days prior written notice, specifying (i) to the proposed date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing funding for Floating Rate Warehousing Advances and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than at least three (3) Business Days prior to the last day proposed date of then current Interest Period applicable funding for LIBO Advances. Each such notice shall be effective upon receipt by the Agents and shall be in writing or by telecopy transmission (in either case, in the form of EXHIBIT 1 to such Eurodollar the Third Amendment), shall specify whether the Warehousing Advances are to bear interest at a Warehousing Floating Rate Loan. If or at one or more LIBO Rates, and in the Agent does not receive timely notice case of a Borrowing that is to bear interest at one or more LIBO Rates, shall specify the Interest Period elected by Borroweror Interest Periods to be applicable thereto, Borrower and shall be deemed accompanied by a properly completed and duly executed Borrowing Base Certificate. In order to have elected be included in a Borrowing Base Certificate provided to convert the Agents with respect to a Domestic Rate Loan subject Warehousing Borrowing, the original of each Warehousing Lease therein described must be delivered to Section 2.3(dthe Collateral Agent at its Administrative Address not later than 12:00 Noon, Denver, Colorado time, on a Business Day that is at least two (2) hereinbelow.
(d) Provided that no Default Business Days prior to the proposed date of such Warehousing Borrowing. Subject to the additional limitations set forth in SECTION 4.2 for LIBO Advances, the aggregate principal amount of each Warehousing Borrowing shall be in an amount not less than $500,000. Promptly upon receipt of a notice under this SECTION 4.3 the Agent shall advise each Lender of the proposed Borrowing and the proposed interest rates to be in effect with respect thereto and the applicable Interest Period. At or Event of Default shall have occurred and be continuingbefore 12:00 Noon, Borrower mayDenver, Colorado time, on the last Business Day requested Warehousing Borrowing date, each Lender shall provide the Agent at the principal office of then current Interest Period applicable the Agent in Denver, Colorado with immediately available funds covering such Lender's Percentage of such Warehousing Borrowing, and subject to any outstanding Eurodollar Rate Loan, or on any Business Day the satisfaction of the conditions precedent set forth in ARTICLE VII with respect to Domestic Rate Loanssuch Warehousing Borrowing, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice shall deposit to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Daythe Borrower's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying account maintained with the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration Agent proceeds of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregateWarehousing Borrowing.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Procedures for Borrowing. (a) The Company and each Domestic Subsidiary Borrower may notify borrow under the Agent U.S. Revolving Credit Commitments and each Foreign Subsidiary Borrower may borrow under the Euro Revolving Credit Commitments, in each case from time to time prior to 1:00 p.m., Eastern Standard or Daylight Time, as applicable ("Eastern Time"), the Facility Termination Date on a any Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or Lenders, and such request shall be irrevocableDay.
(b) Notwithstanding In the provisions case of subsection (a) abovea borrowing under the U.S. Revolving Credit Commitments, in the event Borrower desires to obtain a Revolving Advance as a Eurodollar Rate Loan, Company and each borrowing Domestic Subsidiary Borrower shall give the Agent at least three irrevocable notice (3which notice must be received by the Agent prior to 11:00 a.m., Chicago time) Business Days' prior written notice, specifying (i) three Business Days prior to the date requested Borrowing Date, if all or any part of the proposed borrowing (which shall requested Revolving Credit Loans are to be a Business Day)Eurodollar Loans, or (ii) one Business Day prior to the type of borrowing and requested Borrowing Date otherwise, specifying in each case (w) the amount on the date of such Advance to be borrowed, which (x) the requested Borrowing Date, (y) whether the borrowing is to be of Eurodollar Loans, Floating Rate Loans or a combination thereof and (z) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Type of Loan and the length of the initial Interest Periods therefor. Each borrowing under the U.S. Revolving Credit Commitments shall be in an integral amount equal to (A) in the case of Floating Rate Loans, $5,000,000 or a whole multiple of $1,000,0001,000,000 in excess thereof (or, if the then aggregate available U.S. Revolving Credit Commitments are less than $5,000,000, such lesser amount) and (iiiB) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in which case excess thereof. Upon receipt of any such notice from the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default Company or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date any such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.3(b) or by its notice of conversion given to the Agent pursuant to Section 2.3(d)Domestic Subsidiary Borrower, as the case may be, the Agent shall promptly notify each Revolving Credit Lender thereof. Borrower Not later than noon, Chicago time on each requested Borrowing Date each Revolving Credit Lender shall elect make an amount equal to its Pro Rata Share of the duration principal amount of each succeeding Interest Period by giving irrevocable written notice the Revolving Credit Loans requested to be made on such Borrowing Date available to the Agent at its Chicago office specified in Section 14.1 in U.S. Dollars and in immediately available funds. The Agent shall on such date credit the account of the Company on the books of such duration not less than office with the aggregate of the amounts made available to the Agent by the Revolving Credit Lenders and in like funds as received by the Agent.
(c) In the case of a borrowing under the Euro Revolving Credit Commitments, the Company and each Foreign Subsidiary Borrower shall give the Agent irrevocable notice (which notice must be received by the Agent prior to 11:00 a.m., London time three (3) Business Days prior to the last day requested Borrowing Date) specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) the Available Foreign Currency thereof and (iv) the length of then current the initial Interest Period applicable to therefor. Each borrowing by the Company or a Foreign Subsidiary Borrower under Section 2.1.2 or 2.1.4 shall be in an Available Foreign Currency. Each such Eurodollar Rate Loan. If borrowing by the Agent does not receive timely notice of the Interest Period elected by Borrower, Company or any Foreign Subsidiary Borrower shall be deemed in an amount equal to have elected an amount in the relevant Available Foreign Currency which is 5,000,000 units or a whole multiple of 1,000,000 units in excess thereof or such other amounts as may be agreed upon between the Company and the Agent. Upon receipt of any such notice from any such Borrower, the Agent shall promptly notify the relevant Revolving Credit Lenders with respect to convert such Borrowing. Not later than 1:00 p.m., local time of the Agent's funding office for such Borrower, on the requested Borrowing Date, each such Revolving Credit Lender shall make an amount equal to a Domestic Rate Loan subject its Pro Rata Share of the principal amount of such Revolving Loans requested to Section 2.3(d) hereinbelowbe made on such Borrowing Date available to the Agent at the Agent's funding office for such Borrower specified by the Agent from time to time by notice to such Revolving Credit Lenders and in immediately available or other same day funds customarily used for settlement in the relevant Available Foreign Currency. The amounts made available by each such Revolving Credit Lender will then be made available to the relevant Borrower at the funding office for such Borrower and in like funds as received by the Agent.
(d) Provided that no Default or Event of Default shall have occurred The Company and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to each borrowing Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Subsidiary Borrower shall give the Agent not less than three irrevocable notice (3) Business Days' prior written which notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to must be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable received by the Agent or Lenders prior to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant 11:00 a.m. Chicago time) at least 15 days prior to the foregoing sentence submitted by Facility Termination Date if the Agent or any Lender to Borrower shall Company and such Domestic Subsidiary Borrowers will be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in borrowing the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.U.S.
Appears in 1 contract
Sources: Loan Agreement (Diebold Inc)