Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitments. (b) Subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. (e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. (f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 3 contracts
Sources: Revolving Credit Agreement (PAE Inc), Revolving Credit Agreement (PAE Inc), Revolving Credit Agreement (PAE Inc)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for The Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that which is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 (or, in the case of Swingline Loans, $500,000) and not less than $1,000,0002,000,000 (or, in the case of Swingline Loans, $500,000) or (ii) equal to the remaining available balance of the applicable Commitments, provided that Revolving CommitmentsLoans used to pay Refunded Swingline Loans may be in the amount of such Refunded Swingline Loans.
(b) Subject to Section 3.01Sections 2.08 and 2.14, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate (except in the case of Swingline Loans or as set forth in the second proviso to this sentence) Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; , provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 2.13 or cause Section 2.19 in respect of increased costs arising as a result of such exercise, provided, further, that prior to the Borrowers earlier of (x) the 45th day after the Closing Date and (y) the Syndication Date, the following restrictions shall apply to pay additional amounts pursuant each Tranche: (I) no Loans may be incurred as Eurodollar Loans prior to Section 3.01the fifth day after the Closing Date and (II) no more than one borrowing of Revolving Loans and one borrowing under each Tranche of Term Loans may be incurred as Eurodollar Loans, each of which borrowings of Eurodollar Loans shall be incurred (whether directly or by way of conversion of ABR Loans) on the fifth day after the Closing Date and have a one month Interest Period (it being understood that if the one month Interest Period with respect to the Eurodollar Loans described in clause (II) above shall have ended prior to the occurrence of the Syndication Date, the Borrower may continue such Eurodollar Borrowing (and may on the first day of the respective Interest Period convert any outstanding ABR Loans into Eurodollar Loans), provided that the Interest Period for such continued borrowings shall be one month). Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) 20 Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect Subject to Loans made pursuant to Section 2.02(f)paragraph (f) below, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate in federal funds not later than 3:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall promptly by 12:00 (noon), New York City time, (a) in the case of any Loan made to reimburse any L/C Disbursement or to refund any Swingline Loan, apply the amounts so received to effect such reimbursement or refund as contemplated by Section 2.20 or Section 2.01(c) and (b) in the case of each Loan the proceeds of which are to be received by the Borrower, credit the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent orRequest; provided, however, that if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, the Administrative Agent shall return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent Agent, at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Term Loan Maturity Date or Revolving Credit Maturity Date, as applicable.
(f) If The Borrower may refinance all or any part of a Revolving Credit Borrowing with another Revolving Credit Borrowing. Any Revolving Credit Borrowing (or part thereof) so refinanced shall be deemed to be repaid or prepaid in accordance with the Issuing Bank applicable provisions of this Agreement with the proceeds of the new Revolving Credit Borrowing and the proceeds of such new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not have received from be paid by the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds Lenders to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted or by the Administrative Agent to the Revolving Lenders that shall have made such payments and Borrower pursuant to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (fc) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rateabove.
Appears in 2 contracts
Sources: Credit Agreement (Graham Packaging Holdings Co), Credit Agreement (Graham Packaging Holdings Co)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitmentsrespective Commitments based on their Commitment Percentage; provided that PROVIDED, THAT, the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for The Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that which is (i) (A) in the case an integral multiple of Base Rate Loans, $100,000 and not less than $500,000 and (B) in the case of LIBO Rate Loans, LIBOR Loans and (ii) an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to 100,000 in the remaining available balance case of the applicable Revolving CommitmentsABR Loans.
(b) Subject to Section 3.01, each A particular Borrowing shall be comprised entirely consist solely of Base Rate ABR Loans or LIBO Rate LIBOR Loans as the Lead Borrower may request pursuant to Section 2.032.04; PROVIDED, THAT, if an Event of Default or Default shall have occurred and be continuing (i) the Borrower shall not be entitled to request any LIBOR Loans unless approved by the Agent and the Required Lenders and (ii) no Loans of any Type shall be made unless such Event of Default or Default shall have been waived in accordance with Section 9.08(b). Each Lender may at its option make fulfill its Commitment with respect to any LIBO Rate LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that PROVIDED, THAT, any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Amended Agreement or cause and the Borrowers to pay additional amounts pursuant to Section 3.01applicable Note. Borrowings of more than one Type and LIBOR Loans bearing interest for more than one specific Interest Period may be outstanding at the same time; provided further that PROVIDED, THAT, the Borrowers Borrower shall not be entitled to request any Borrowing thator any continuation or conversion thereof which, if made, would result in an aggregate of more than ten (10) Borrowings six separate LIBOR Loans of LIBO Rate Loans any Lender being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans.
(c) Except with respect to Loans made pursuant Subject to Section 2.02(f)2.03(g) and Section 2.17, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account the Agent in New York City as the Administrative Agent may designate Charlotte, North Carolina, not later than 3:00 1:00 p.m., New York City Charlotte time, and the Administrative Agent shall promptly by 3:00 p.m., Charlotte time, credit or wire transfer the amounts so received to an account as directed by the Lead Borrower in the applicable Notice name of Borrowing the Borrower maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders. If any Lender fails to make such payment, the Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent promptly shall notify Borrower, and Borrower shall pay such corresponding amount to the Agent. The Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to the daily Federal Funds Rate. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(d) If the Agent has not received from the Borrower the payment required by Section 2.22(g) by 12:30 p.m., Charlotte time, one Business Day after receipt by the Borrower of notice from the Issuing Bank that payment of a draft presented under any Letter of Credit has been or will be made, as provided in Section 2.22(g), the Agent will promptly notify the Issuing Bank and each Lender of the Letter of Credit Disbursement and, in the case of each Lender, its pro rata portion of such Letter of Credit Disbursement. Not later than 10:00 a.m., Charlotte time, on the next Business Day, each Lender shall make available its pro rata share (based on such Lender's Commitment Percentage) of such Letter of Credit Disbursement, in Federal or other funds immediately available in Charlotte, North Carolina, to the Agent at its address set forth in Section 9.01, and the Agent will promptly make such funds available to the Issuing Bank. The Agent will promptly remit to each Lender that shall have made such funds available its pro rata portion (based on such Lender's Commitment Percentage) of any amounts subsequently received by the Agent from the Borrower in respect of such Letter of Credit Disbursement.
(e) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing Borrowing, or prior to the time of any required payment by any Lender in respect of a Letter of Credit Disbursement, that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such BorrowingBorrowing or payment, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing or payment in accordance with paragraph (c) aboveSection 2.03(a), and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower or the Issuing Bank, as the case may be, on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower or the Issuing Bank (or, if the Agent and the Issuing Bank are the same person, from the date of such Borrower payment in respect of a Letter of Credit Disbursement), as applicable, until the date such amount is repaid to the Administrative Agent at at, (i) in the case of the Lead Borrower, the interest rate applicable at the time thereto pursuant to the Loans comprising such Borrowing Section 2.07 or 2.22(g), as applicable, and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amountamount in respect of a Borrowing, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Amended Agreement.
(ef) Notwithstanding any other provision of this Amended Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. Any Borrowing which cannot be refinanced as a Eurodollar Borrowing by reason of the preceding sentence shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing.
(fg) If the Issuing Bank shall not have received from the Lead The Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent may refinance all or any part of any Borrowing with a Borrowing of the LC Disbursement same or a different Type, upon the terms and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds subject to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount conditions and limitations set forth in this Amended Agreement. Any Borrowing or part thereof so refinanced shall be deemed for all purposes to constitute be simultaneously repaid or prepaid in accordance with Section 2.05 or 2.13, as applicable, with the proceeds of a Base Rate Loan new Borrowing and the proceeds of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay new Borrowing (to the Issuing Bank amounts so received extent they do not exceed the principal amount of the Borrowing being refinanced) shall not be paid by it from the Revolving Lenders. The Administrative Agent will promptly pay Lenders to the Issuing Bank any amounts received Agent or by it from the Lead Agent to the Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f2.03(c); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (United Surgical Partners International Inc), Credit Agreement (United Surgical Partners International Inc)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 (or, in the case of a Delayed Draw Term Borrowing, $10,000,000) and not less than $1,000,0003,000,000 (or, in the case of a Delayed Draw Term Borrowing, $50,000,000) (except, with respect to any Incremental Term Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.02(f), 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) fifteen Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall not repay to the Administrative Agent such corresponding amount within three Business Days after demand by the Administrative Agent, then the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing, on demand, from the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.23(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such LenderLender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing, and (ii) if such payment conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall be deemed not constitute a Loan and shall not relieve the Borrower from its obligation to have reduced the LC Exposurereimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Community Health Systems Inc), Credit Agreement (Community Health Systems Inc)
Loans. (a) Each Standby Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. The Competitive Loans deemed made pursuant to Section 2.02(f), and Standby Loans (other than Swingline Loans) comprising any Borrowing shall be in (i) an aggregate principal amount that which is (i) (A) in the case of Base Rate Loans, not less than $500,000 the Borrowing Minimum and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, the Borrowing Multiple or (ii) an aggregate principal amount equal to the remaining available balance of the available applicable Revolving Commitments.
(b) Subject to Section 3.01, each Each Competitive Borrowing shall be comprised entirely of Base Rate Eurocurrency Competitive Loans or LIBO Fixed Rate Loans, and each Standby Borrowing shall be comprised entirely of Eurocurrency Standby Loans or ABR Loans, as the Lead Borrower Borrowers may request pursuant to Section 2.032.03 or 2.04, as applicable. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers applicable Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that none of the Borrowers shall not be entitled to request any Borrowing thatwhich, if made, would result in an aggregate of more than ten (10) Borrowings separate Standby Loans of LIBO Rate Loans any Lender being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest PeriodsPeriods or denominated in different currencies, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate in federal funds (in the case of any Loan denominated in Dollars) or such other immediately available funds as may then be customary for the settlement of international transactions in the relevant currency not later than 3:00 p.m.11:00 a.m., New York City time, in the case of fundings to an account in New York City, or 11:00 a.m., local time, in the case of fundings to an account(s) in another jurisdiction, and the Administrative Agent shall promptly by 12:00 (noon), New York City time, in the case of fundings to (an) account(s) in New York City, or 12:00 (noon), local time, in the case of fundings to an account(s) in another jurisdiction, credit the amounts so received to an account as directed account(s) designated by the Lead applicable Borrower in the applicable Notice Borrowing Request, which account(s) must be in the country of Borrowing maintained with the Administrative Agent currency of the Loan (it being understood that the funding may be for the credit of an account outside such country) or in a country that is a member of the European Union, in the case of Borrowings denominated in Euros, or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) . Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted and Standby Loans shall be made by the Lenders pro rata in accordance with Section 2.16. Unless the Administrative Agent shall have received notice from a Lender prior to the date time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amountamount in the required currency. If the Administrative Agent shall have so made funds available then, then to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereonthereon in such currency, for each day from the date such amount is made available to such the applicable Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds in the relevant currency (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(ed) Notwithstanding any other provision of this Agreement, none of the Lead Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Termination Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Harsco Corp), Credit Agreement (Harsco Corp)
Loans. (a) Each Loan (other than Swingline Loans) of any Class shall be made as part of a Borrowing consisting of Loans made ratably by the Lenders ratably in accordance with their applicable Commitmentsrespective Commitments of such Class; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. The Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any ---- Competitive Borrowing shall be in an aggregate principal amount that which is not less than $25,000,000. The Loans comprising any Revolving Borrowing shall be (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) LIBOR Loans in the case of LIBO Rate Loans, an aggregate principal amount which is an integral multiple of $250,000 1,000,000 and not less than the lesser of $1,000,000, or (ii) equal to 10,000,000 and the remaining available balance of the applicable Revolving CommitmentsCommitments and (ii) in the case of ABR Loans, in an aggregate principal amount which is an integral multiple of $1,000,000.
(b) Subject to Section 3.01, each Each Competitive Borrowing shall be comprised entirely of Base LIBOR Competitive Loans or Fixed Rate Loans and each Committed Borrowing shall be comprised entirely of LIBOR Committed Loans or LIBO Rate Loans ABR Loans, as the Lead Borrower may request pursuant to Section 2.032.03 or Section 2.04, as applicable. Each Lender may ---- ---- at its option make any LIBO Rate LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, however, that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement Agreement; provided, further, that if the designation of any such foreign branch or cause the Borrowers Affiliate shall result in any costs, reductions or Taxes which would not otherwise have been applicable and for which such Lender would, but for this proviso, be entitled to pay additional amounts pursuant request compensation under Section 2.16, 2.17 or 2.20, such Lender shall not be entitled to Section 3.01request such ---- ---- ---- compensation unless it shall in good faith have determined such designation to be necessary or advisable to avoid any material disadvantage to it. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing thatwhich, if made, would result in an aggregate of more than ten 15 separate Borrowings (10excluding Competitive Borrowings) Borrowings of LIBO Rate Loans being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant Subject to Section 2.02(f)2.05 and paragraph (d) below, each Lender shall make each Loan ---- its Loans on the proposed date or dates thereof (i) in the case of Loans other than Swingline Loans) to be made by it hereunder on the proposed date thereof , by wire transfer of immediately available funds to such account the Servicing Agent in New York, New York, not later than 12:00 noon, New York City time, and (ii) in the case of Swingline Loans, as provided for in Section 2.06. The Servicing Agent shall credit on such date the Administrative amounts so received to the general deposit account of the Borrower with the Servicing Agent may designate not later than or to another account specified by the Borrower and acceptable to the Servicing Agent by 3:00 p.m., New York City time, and ; provided that ABR Revolving Loans made to finance the Administrative Agent reimbursement of an LC Disbursement shall promptly credit the amounts so received to an account as directed be remitted by the Lead Borrower in Servicing Agent to the applicable Notice of Borrowing maintained with the Administrative Agent orFronting Bank; and provided, further, that if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, the Servicing Agent shall return the amounts so received to the respective Lenders.
(d) . Committed Loans shall be made by the Lenders ratably in accordance with their Commitments of the applicable Class as provided in Section 2.18 and Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted. Unless the Administrative Servicing Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Servicing Agent such Lender’s 's portion of such Borrowing, the Administrative Servicing Agent may assume that such Lender has made such portion available to the Administrative Servicing Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Servicing Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, and to the extent that such Lender shall not have made such portion available to the Administrative Servicing Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Servicing Agent forthwith on demand such corresponding amount amount, together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Servicing Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the ABR Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Servicing Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Servicing Agent such corresponding amount, such amount shall be deemed to constitute such Lender’s 's Loan as part of such Borrowing for purposes of this AgreementAgreement as if it were made on the date of such Borrowing.
(ed) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after not comply with the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time limitations specified in such Section, the Issuing Bank will promptly notify the Administrative Agent definition of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base RateInterest Period.
Appears in 2 contracts
Sources: Credit Agreement (Lyondell Chemical Co), Credit Agreement (Equistar Chemicals Lp)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,0003,000,000 (except, with respect to any Incremental Term Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.02(f), 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) fifteen Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall not repay to the Administrative Agent such corresponding amount within three Business Days after demand by the Administrative Agent, then the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing, on demand, from the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.23(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such LenderLender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing, and (ii) if such payment conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall be deemed not constitute a Loan and shall not relieve the Borrower from its obligation to have reduced the LC Exposurereimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Community Health Systems Inc), Credit Agreement (Community Health Systems Inc)
Loans. (a) Subject to the terms and conditions and relying upon the ----- representations and warranties herein set forth, each Lender, severally and not jointly, agrees to make Loans to the Borrower for the purpose described in Section 3.12, at any time and from time to time on or after the date hereof and until the Termination Date or until the Commitment of such Lender shall have been terminated in accordance with the terms hereof, in an aggregate principal amount at any time outstanding not exceeding the amount of such Lender's Commitment, provided that, no Loan made by the Lenders shall exceed 80% of the ------------- Portfolio Purchase Price for the Eligible Portfolio being acquired with the proceeds of such Loan and provided further that (i) no Loan shall be made if --------------------- after giving effect to the making of such Loan and the simultaneous application of the proceeds thereof, the outstanding aggregate principal amount of all Loans made by all Lenders exceeds the Total Commitment at such time and (ii) at all times the outstanding aggregate principal amount of all Loans required to be made by each Lender shall equal the product of (y) its Commitment Percentage times (z) the outstanding aggregate principal amount of all Loans required to be made pursuant to Section 2.2 at such time.
(b) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable CommitmentsCommitment Percentages and Section 2.14; provided that provided, however, that, the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f)Within the foregoing limits, Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic borrow, repay and reborrow under the Commitments on or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect after the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, hereof and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available Termination Date, subject to the Administrative Agent such Lender’s portion of such Borrowingterms, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, provisions and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreementlimitations set forth herein.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Creditrust Corp), Credit Agreement (Creditrust Corp)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Revolving Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than 2.2(f) and except for Swingline Loans) , the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,000, 5,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Sections 2.8 and 2.15, (i) each Dollar Borrowing (other than a Swingline Dollar Borrowing) shall be comprised entirely of ABR Loans or Eurocurrency Loans as any Borrower (or the Company on behalf of any Borrower) may request pursuant to Section 3.012.3, (ii) each Swingline Dollar Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03and (iii) each Alternative Currency Borrowing shall be comprised entirely of Eurocurrency Loans. Each Lender may at its option make any LIBO Rate Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers applicable Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers no Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) 15 Eurocurrency Borrowings of LIBO Rate Loans outstanding hereunder at any one timetime for all Borrowers. For purposes of the foregoing, Borrowings having different Interest PeriodsPeriods or denominated in different currencies, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f2.2(f), each Lender shall make each Dollar Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate designate, not later than 3:00 12:00 p.m., New York City time, and the Administrative Agent shall shall, promptly upon receipt thereof, credit the amounts so received to an account as directed designated by the Lead applicable Borrower (or the Company on behalf of the applicable Borrower), in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met met, return the amounts so received to the respective Lenders. The Swingline Lender shall make each Alternative Currency Swingline Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in the jurisdiction of the applicable Alternative Currency as the Administrative Agent may designate for such purposes, not later than 11:00 a.m., local time of such jurisdiction, and the Administrative Agent shall, promptly upon receipt thereof, credit the amounts so received to an account as designated by the applicable Borrower (or waivedthe Company on behalf of the applicable Borrower) in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, assumption make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the applicable Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead applicable Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds in the applicable currency (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto to any Eurocurrency Borrowing that would end after the Revolving Maturity Date.
(f) If the any Issuing Bank shall not have received from the Lead Borrower Company the payment required to be made by it pursuant to Section 2.13(e2.23(e) within the time specified in such Section, the such Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s 's Pro Rata Percentage of such LC L/C Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate an ABR Loan of such Lender, Lender and such payment shall be deemed to have reduced the LC L/C Exposure), and the Administrative Agent will promptly pay to the applicable Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the Lead Borrower Company pursuant to Section 2.13(e2.23(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the applicable Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower Company severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Bank at (i) in the case of the Lead BorrowerCompany, a rate per annum equal to the interest rate applicable to Revolving ABR Loans pursuant to Section 2.06(a2.6(a), and (ii) in the case of such Lender, for the first such day, a rate determined by the Federal Funds RateAdministrative Agent to represent its cost of overnight funds, and for each day thereafter, the Alternate Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Conexant Systems Inc), Credit Agreement (Conexant Systems Inc)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part Subject to fulfillment of a Borrowing consisting of Loans made by the Lenders ratably conditions precedent set forth in accordance with their applicable Commitments; Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, the failure Lender agrees from time to time, on the terms and conditions of any Lender this Loan Agreement, to make any Loan shall not loans (individually, a "Loan"; ---- collectively, the "Loans") to the Borrower in itself relieve any other Lender of its obligation Dollars, from and including the ----- Effective Date to lend hereunder (it being understood, however, that no Lender shall be responsible for and including the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be Termination Date in an aggregate principal amount that is (i) (A) at any one time outstanding up to but not exceeding the Maximum Credit as in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal effect from time to the remaining available balance of the applicable Revolving Commitmentstime.
(b) Subject to Section 3.01the terms and conditions of this Loan Agreement, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as during such period the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to borrow, repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowingsand reborrow hereunder.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender In no event shall make each a Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer when any Default or Event of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, Default has occurred and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lendersis continuing.
(d) Unless the Administrative Agent shall have received notice from a Lender prior In determining at any time to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowingwhat extent Loans are Tranche A Loans, Tranche B Loans, Tranche C Loans, Tranche D Loans, or Tranche Wet-Ink Loans, the Administrative Agent may assume that such Lender has made such portion available Collateral Value of each Mortgage Loan shall be taken into account in the following order of priority: (a) first, the Collateral Value of all 'A' Credit ----- Mortgage Loans shall be taken into account to determine the Administrative Agent on amount of Tranche A Loans, (b) second, the date Collateral Value of such Borrowing in accordance with paragraph all 'B' Credit Mortgage Loans shall ------ be taken into account to determine the amount of Tranche B Loans, (c) abovethird, the ----- Collateral Value of all 'C' Credit Mortgage Loans shall be taken into account to determine the amount of Tranche C Loans, (d) fourth, the Collateral Value of all ------ 'D' Credit Mortgage Loans shall be taken into account to determine the amount of Tranche D Loans, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreementfifth, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent Collateral Value of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount all Wet-Ink Mortgage ----- Loans shall be deemed taken into account to constitute a Base Rate Loan determine the amount of such Lender, and such payment Tranche Wet-Ink Loans. All Loans shall be deemed to have reduced the LC Exposure)either Tranche A Loans, and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing BankTranche B Loans, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided aboveTranche C Loans, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Tranche D Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rateor Tranche Wet-Ink Loans.
Appears in 2 contracts
Sources: Loan Agreement (Southern Pacific Funding Corp), Loan Agreement (Southern Pacific Funding Corp)
Loans. (a) Each (i) U.S. Revolving Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of U.S. Revolving Loans made by the Lenders ratably in accordance with their applicable U.S. Revolving Commitments, (ii) RoW Revolving Loan shall be made as part of a Borrowing consisting of RoW Revolving Loans made by the Lenders ratably in accordance with their applicable RoW Revolving Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans or European Base Rate Loans, not less than $500,000 equal to the amount requested by the applicable Borrower and (Bii) in the case of LIBO Rate Loans or Alternative Currency Loans, or any Loans under the RoW Subfacility, (A) an integral multiple of the Equivalent Amount of $250,000 and not less than the Equivalent Amount of $1,000,000, or (iiB) equal to the remaining available balance of the Revolving Commitments under the applicable Revolving CommitmentsSubfacility.
(b) Subject to Section 3.01, (i) each Borrowing of U.S. Revolving Loans shall be comprised entirely of Base Rate Loans, Alternative Currency Daily Rate Loans, Alternative Currency Term Rate Loans or LIBO Rate Loans, (ii) each Borrowing of RoW Revolving Loans shall be comprised entirely of LIBO Rate Loans, European Base Rate Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, in each case, as the Lead applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect limit or expand the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) 10 Borrowings of LIBO Rate Loans in the U.S. Subfacility and 5 Borrowings in the RoW Subfacility, respectively, outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., (i) in New York City timeCity, in the case of Loans to a U.S. Borrower, and (ii) in London, in the case of Loans to a UK Borrower, in each case, at the Applicable Time, and the Administrative Agent shall promptly credit the amounts so received to an the Designated Account (or such other deposit account as directed by the of Lead Borrower specified in the applicable Notice of Borrowing maintained with the Administrative Agent Borrowing) or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender ▇▇▇▇▇▇ has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrowerapplicable Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the an Issuing Bank shall not have received from the Lead Borrower applicable Borrowers the payment required to be made by Section 2.13(e) within the time specified in such Section, the such Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving applicable Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving such Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, time on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan (for LC Disbursements denominated in Dollars) or an Alternative Currency Daily Rate Loan or Alternative Currency Term Rate Loan with an Interest Period of one month (for LC Disbursements denominated in any other currency) of such Lender, and such payment shall be deemed to have reduced the applicable LC Exposure), and the Administrative Agent will promptly pay to the such Issuing Bank amounts so received by it from the Revolving applicable Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the Lead applicable Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the applicable Issuing Bank, as their interests may appear. If any Revolving Lender under the applicable Subfacility shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower applicable Borrowers, severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a)2.06, and (ii) in the case of such Lender, for the first such day, the Federal Funds RateEffective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent), and for each day thereafter, the Base RateRate (for Dollars), the applicable Alternative Currency Daily Rate or Alternative Currency Term Rate (for Alternative Currencies).
Appears in 2 contracts
Sources: Revolving Credit Agreement (McGraw Hill, Inc.), Revolving Credit Agreement (McGraw Hill, Inc.)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the applicable Lenders ratably in accordance with their respective Commitments of the applicable CommitmentsClass; provided provided, however, that the failure of any Lender to make any Loan required to be made by it shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 100,000 and not less than $1,000,000, 1,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.012.08 and Section 2.15, each Borrowing shall be comprised composed entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03; provided that all Borrowings made on the Closing Date must be made as ABR Borrowings. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 12:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed in the name of the Borrower, maintained with the Depositary and designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, of this Section and the Administrative Agent maymay (in its sole discretion and without any obligation to do so), in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and or (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.22(e) or Section 2.23(e) with respect to a Letter of Credit within the time specified in either such Section, the Issuing Bank will promptly notify the Administrative Agent of the Revolving L/C Disbursement or the Backstop LC Disbursement Disbursement, as the case may be, and the Administrative Agent will promptly notify each Revolving Credit Lender of such Revolving L/C Disbursement or each Backstop LC Disbursement Lender of such Backstop LC Disbursement, as the case may be, and its Pro Rata Percentage thereof. Each Revolving Credit Lender or each Backstop LC Lender, as the case may be, shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender or Backstop LC Lender shall have received such notice later than 12:00 (noon)p.m., New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of any such Revolving L/C Disbursement or the Backstop LC Disbursement Disbursement, as the case may be (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan (unless and until converted to a Base Rate Eurodollar Revolving Loan in accordance with Section 2.10) of such Lender, Lender and such payment shall be deemed to have reduced the Revolving L/C Exposure or the Backstop LC Exposure, as the case may be), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders or the Backstop LC Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.22(e) or Section 2.23(e) prior to the time that any Revolving Credit Lender or any Backstop LC Lender, as the case may be, makes any payment pursuant to this paragraph (f)paragraph; any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders or Backstop LC Lenders, as the case may be, that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender or Backstop LC Lender, as the case may be, shall not have made its Pro Rata Percentage of any such Revolving L/C Disbursement or Backstop LC Disbursement Disbursement, as the case may be, available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Dynegy Inc /Il/), Credit Agreement (Dynegy Inc.)
Loans. (a) Each Subject to and upon the terms and conditions contained herein:
(i) each Lender severally (and not jointly) agrees to make its Pro Rata Share of Revolving Loans to Borrowers from time to time in amounts requested by any Borrower (or Administrative Borrower on behalf of Borrowers), provided, that, after giving effect to any such Revolving Loan, the principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding with respect to all Borrowers shall not exceed the lesser of (A) the Borrowing Base at such time or (B) the Maximum Credit at such time; and
(ii) the Swing Line Lender agrees that it will make loans (“Swing Line Loans”) to Borrowers from time to time in amounts requested by any Borrower (or Administrative Borrower on behalf of Borrowers) up to the aggregate amount outstanding equal to the Swing Line Loan Limit, provided, that, after giving effect to any such Swing Line Loan the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding with respect to all Borrowers shall not exceed the lesser of (other than Swingline A) the Borrowing Base at such time, or (B) the Maximum Credit at such time.
(b) On the terms and subject to the conditions hereof, each Borrower (or Administrative Borrower on behalf of Borrowers) may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans) . No Lender shall be made as part required to make any Revolving Loan, if, after giving effect thereto the aggregate outstanding principal amount of a Borrowing consisting all Revolving Loans of such Lender, together with such Lender’s Pro Rata Share of the aggregate amount of all Swing Line Loans made and Letter of Credit Obligations, would exceed such Lender’s Commitment. Swing Line Lender shall not be required to make Swing Line Loans, if, after giving effect thereto, the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Limit. Each Swing Line Loan shall be subject to all of the terms and conditions applicable to other Base Rate Loans funded by the Lenders ratably constituting Revolving Loans, except that all payments thereon shall be payable to the Swing Line Lender solely for its own account. All Revolving Loans and Swing Line Loans shall be subject to the settlement among Lenders provided for in Section 6.11 hereof.
(c) Upon the making of a Swing Line Loan or any Revolving Loan by Agent as provided in Section 6.11, without further action by any party hereto, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Swing Line Lender or Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share in such Swing Line Loan or Revolving Loan. To the extent that there is no settlement in accordance with Section 6.11 below, the Swing Line Lender or Agent, as the case may be, may at any time, require the Lenders to fund their applicable Commitments; provided that participations. From and after the failure of date, if any, on which any Lender has funded its participation in any Swing Line Loan, Special Agent Advance or Revolving Loan, Agent shall promptly distribute to make such Lender, such Lender’s Pro Rata Share of all payments of principal and interest received by Agent in respect of such Swing Line Loan, Special Agent Advance or Revolving Loan.
(d) The aggregate amount of the Revolving Loans, the Swing Line Loans and the Letter of Credit Obligations outstanding at any Loan time shall not exceed the least of (i) the Maximum Credit, (ii) except in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made Agent’s discretion pursuant to Section 2.02(f)12.8, the Borrowing Base or (iii) the amount that constitutes “Permitted Debt” under clause (i) of the definition of that term in the Senior Notes Indenture as in effect on the date hereof.
(e) In the event that (i) the aggregate amount of the Revolving Loans, the Swing Line Loans and the Letter of Credit Obligations outstanding at any time exceed the Maximum Credit, or (other than Swingline Loansii) comprising any Borrowing shall be in an except as otherwise provided herein, the aggregate principal amount that of the Revolving Loans, the Swing Line Loans and Letter of Credit Obligations outstanding exceed the Borrowing Base, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent the entire amount of any such excess(es) for which payment is demanded.
(if) Any Borrower (Aor Administrative Borrower on behalf of such Borrower) may request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to Agent not later than 12:00 p.m. on the Business Day of the requested borrowing in the case of Base Rate Loans, not less than $500,000 and (B) on the third Business Day prior to the date of the requested borrowing in the case of LIBO Eurodollar Rate Loans. Each such request for borrowing shall be irrevocable, and shall specify (i) that a Revolving Loan is requested, (ii) the date of the requested borrowing (which shall be a Business Day), (iii) the aggregate principal amount to be borrowed, (iv) whether the borrowing shall be comprised of Base Rate Loans, Eurodollar Rate Loans or a combination thereof, and if Eurodollar Rate Loans are requested, the Interest Period(s) therefor. If such Borrower shall fail to specify in any such notice of borrowing (A) an integral multiple applicable Interest Period in the case of $250,000 and not less than $1,000,000a Eurodollar Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (iiB) equal the type of Revolving Loan requested, then such notice shall be deemed to be a request for a Base Rate Loan hereunder. Agent shall give notice to each Lender promptly after receipt of such notice by the remaining available balance Agent, of each notice of borrowing, the applicable Revolving Commitmentscontents thereof and each such Lender’s share thereof.
(bg) Subject Each Borrower (or Administrative Borrower on behalf of such Borrower) may from time to Section 3.01, each Borrowing shall be comprised entirely of time request Eurodollar Rate Loans or may request that Base Rate Loans or LIBO be converted to Eurodollar Rate Loans or that any existing Eurodollar Rate Loans continue for an additional Interest Period. Such request from a Borrower (or Administrative Borrower on behalf of such Borrower) shall specify the amount of the Eurodollar Rate Loans or the amount of the Base Rate Loans to be converted to Eurodollar Rate Loans or the amount of the Eurodollar Rate Loans to be continued (subject to the limits set forth below) and the Interest Period to be applicable to such Eurodollar Rate Loans (and if it does not specify such Interest Period shall be deemed to be a one (1) month period). Subject to the terms and conditions contained herein, three (3) Business Days after receipt by Agent of such a request from a Borrower (or Administrative Borrower on behalf of such Borrower), which may be telephonic (and followed by a confirmation in writing if requested by Agent) such Eurodollar Rate Loans shall be made or Base Rate Loans shall be converted to Eurodollar Rate Loans or such Eurodollar Rate Loans shall continue, as the Lead case may be; provided, that, (i) no Default or Event of Default shall exist or have occurred and be continuing, (ii) no Borrower may request pursuant to Section 2.03. Each Lender may at its option make or Administrative Borrower shall have sent any LIBO Rate Loan by causing any domestic notice of termination of this Agreement, (iii) such Borrower (or foreign branch or Affiliate Administrative Borrower on behalf of such Lender Borrower) shall have complied with such customary procedures as are established by Agent and specified by Agent to make such Loan; provided that any exercise of such option shall not affect the obligation of the Administrative Borrower from time to time for requests by Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing thatfor Eurodollar Rate Loans, if made, would result in (iv) no more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder Interest Periods may be in effect at any one time. For purposes , (v) the aggregate amount of the foregoingEurodollar Rate Loans must be in an amount not less than $1,000,000 or in integral multiples of $100,000 in excess thereof, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
and (cvi) Except with respect to Loans made pursuant to Section 2.02(f), Agent and each Lender shall make each Loan (other than Swingline Loans) have determined that the Interest Period or Adjusted Eurodollar Rate is available to Agent and such Lender and can be made by it hereunder on the proposed date thereof by wire transfer readily determined as of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the request for such Eurodollar Rate Loan by such Borrower. Any request by or on behalf of a Borrower for Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans or to continue any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the existing Eurodollar Rate Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)irrevocable. If such Lender All Swing Line Loans shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower be Base Rate Loans and shall not be entitled to request, or be converted to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity DateEurodollar Rate Loans.
(fh) If Any Eurodollar Rate Loans shall automatically convert to Base Rate Loans upon the Issuing Bank shall not have last day of the applicable Interest Period, unless Agent has received from the Lead Borrower the payment required a request to be made by Section 2.13(econtinue such Eurodollar Rate Loan at least three (3) within the time Business Days prior to such last day for an Interest Period specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with the terms hereof and Borrowers are entitled to such Eurodollar Rate Loan under the terms hereof. Any Eurodollar Rate Loans shall, at Agent’s option, upon notice by Agent to Administrative Borrower, be subsequently converted to Base Rate Loans in the event that this paragraph (f) Agreement shall terminate or shall not be renewed. Borrowers shall pay to but excluding the date such amount is paidAgent, to the Administrative Agent for the benefit of Lenders, upon demand by Agent (or Agent may, at its option, charge any loan account of the Issuing Bank at any Borrower) any amounts required to compensate any Lender or Participant for any loss (i) in the case excluding loss of anticipated profits), cost or expense incurred by such person, as a result of the Lead Borrower, a rate per annum equal conversion of Eurodollar Rate Loans to the interest rate applicable to Revolving Base Rate Loans pursuant to Section 2.06(a), and (ii) in any of the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rateforegoing.
Appears in 2 contracts
Sources: Loan and Security Agreement (Freedom Group, Inc.), Loan and Security Agreement (Freedom Group, Inc.)
Loans. (a) Each Revolving Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Revolving Loans made ratably by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make any Revolving Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for The Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Revolving Borrowing shall be in an aggregate principal amount that which is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than the lesser of $1,000,000, or (ii) equal to 10,000,000 and the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01, each Each Revolving Borrowing shall be comprised entirely of Base Rate LIBOR Loans or LIBO Rate Loans ABR Loans, as the Lead Borrower Borrowers may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, however, that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement Agreement; provided, further, that if the designation of any such foreign branch or cause the Borrowers Affiliate shall result in any costs, reductions or Taxes which would not otherwise have been applicable and for which such Lender would, but for this proviso, be entitled to pay additional amounts pursuant request compensation under Section 2.15, 2.16 or 2.19, such Lender shall not be entitled to Section 3.01request such compensation unless it shall in good faith have determined such designation to be necessary or advisable to avoid any material disadvantage to it. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant Subject to Section 2.02(f)2.04 and paragraph (d) below, each Lender shall make each Loan its Loans on the proposed date or dates thereof (i) in the case of Loans other than Swingline Loans) to be made by it hereunder on the proposed date thereof , by wire transfer of immediately available funds to such account the Administrative Agent in New York, New York, not later than 12:00 noon, New York City time, and (ii) in the case of Swingline Loans, as provided for in Section 2.05. The Administrative Agent shall credit on such date the amounts so received to the general deposit account of the Borrowers’ Agent with the Administrative Agent may designate not later than or to another account specified by the Borrowers and acceptable to the Administrative Agent by 3:00 p.m., New York City time, and ; provided that ABR Loans made to finance the reimbursement of an LC Disbursement shall be remitted by the Administrative Agent shall promptly credit to the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent orFronting Bank; and provided, further, that if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, the Administrative Agent shall return the amounts so received to the respective Lenders.
(d) . Revolving Loans shall be made by the Lenders ratably in accordance with their Commitments as provided in Section 2.17. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender Lender, on the one hand, and the Lead Borrower Borrowers, on the other hand, severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, for each day from the date such amount is made available to such Borrower the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead BorrowerBorrowers, the interest rate applicable at the time to the ABR Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall be deemed to constitute such Lender’s Loan as part of such Borrowing for purposes of this AgreementAgreement as if it were made on the date of such Borrowing.
(ed) Notwithstanding any other provision of this Agreement, the Lead Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after not comply with the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time limitations specified in such Section, the Issuing Bank will promptly notify the Administrative Agent definition of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base RateInterest Period.
Appears in 2 contracts
Sources: Credit Agreement (Equistar Chemicals Lp), Credit Agreement (Lyondell Chemical Co)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,0002,000,000 (except, with respect to any Incremental Term Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.02(f), 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) eight Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) required to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the applicable Revolving Credit Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.23(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in paragraphs (b) and (c) of Article IV have been satisfied, such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such LenderLender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing, and (ii) if such payment conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall be deemed not constitute a Loan and shall not relieve the Borrower from its obligation to have reduced the LC Exposurereimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans of the applicable Class pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such daythree days, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Deltek, Inc), Credit Agreement (Deltek, Inc)
Loans. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrowers, in Dollars or any Optional Currency, from time to time during the Availability Period in an aggregate principal amount that shall not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (ii) the sum of the total Revolving Credit Exposures of all Lenders exceeding the total Commitments, (iii) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Australian Dollars exceeding the Australian Dollar Sublimit, (iv) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Canadian Dollars exceeding the Canadian Dollar Sublimit, (v) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Euros exceeding the Euro Sublimit, (vi) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Norwegian Kroner exceeding the Norwegian Kroner Sublimit or (vii) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Pounds Sterling exceeding the Pounds Sterling Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Loans.
(b) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided that the . The failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). Except for ’s failure to make Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitmentsas required.
(bc) Subject to Section 3.012.10, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurocurrency Loans as the Lead a Borrower may request pursuant to Section 2.03in accordance herewith. Eurocurrency Loans may be denominated in Dollars or in an Optional Currency. All Loans denominated in an Optional Currency must be Eurocurrency Loans. Each Lender may at its option may make any LIBO Rate Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the joint and several obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement Agreement.
(d) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Borrowing is made, such ABR Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or cause that is required to finance the Borrowers to pay additional amounts pursuant to reimbursement of an LC Disbursement as contemplated by Section 3.013.01(e). Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers there shall not at any time be entitled to request any Borrowing that, if made, would result in more than ten (10) a total of seven Eurocurrency Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreementoutstanding.
(e) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Weatherford International LTD), Credit Agreement (Weatherford International LTD)
Loans. (a) Each Committed Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided PROVIDED, HOWEVER, that the failure of any Lender to make any Committed Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. The Committed Loans deemed made pursuant to Section 2.02(f), or Competitive Loans (other than Swingline Loans) comprising any Borrowing shall be (i) in the case of Competitive Loans, in an aggregate principal amount that which is an integral multiple of $1,000,000 and not less than $10,000,000 and (i) (Aii) in the case of Base Rate Committed Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an aggregate principal amount which is an integral multiple of $250,000 1,000,000 and not less than $1,000,000, 10,000,000 (or (ii) an aggregate principal amount equal to the remaining available balance of the applicable Revolving available Commitments).
(b) Subject to Section 3.01, each Each Competitive Borrowing shall be comprised entirely of Base Rate Eurodollar Competitive Loans or LIBO Fixed Rate Loans, and each Committed Borrowing shall be comprised entirely of Eurodollar Committed Loans or ABR Loans, as the Lead Borrower may request pursuant to Section 2.032.03 or 2.04, as applicable. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided PROVIDED that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further PROVIDED, HOWEVER, that the Borrowers Borrower shall not be entitled to request any Borrowing thatwhich, if made, would result in an aggregate of more than ten (10) 10 separate Committed Borrowings comprised of LIBO Rate Eurodollar Committed Loans being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans.
(c) Except with respect to Loans made pursuant Subject to Section 2.02(f)2.05, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account the Agent in New York, New York, not later than 12:00 noon, New York City as time, and the Administrative Agent may designate not later than shall by 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an the general deposit account as directed by of the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) . Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted. Committed Loans shall be made by the Lenders pro rata in accordance with Section 2.16. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Competitive Advance and Revolving Credit Facility Agreement (Avaya Inc), 364 Day Competitive Advance and Revolving Credit Facility Agreement (Avaya Inc)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Revolving Credit Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f2.02(e) or pursuant to Section 2.22(e)), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Eurodollar Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,0003,500,000, (ii) in the case of ABR Loans, an integral multiple of $100,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause and the Borrowers to pay additional amounts pursuant to Section 3.01applicable Note. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) five Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f2.02(e), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall promptly by 12:00 (noon), New York City time, credit the amounts so received to an account as directed in the name of the Borrower and designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph clause (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by for the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.23(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Applicable Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata 's Applicable Percentage of such LC L/C Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such Lender, Lender and such payment shall be deemed to have reduced the LC L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f)clause; any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Applicable Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) clause to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Hudson Respiratory Care Inc), Credit Agreement (Hudson Respiratory Care Inc)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments (or, in the case of Swing Line Loans, ratably in accordance with their respective Swing Line Commitments); provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,000, 5,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.02(f), 2.08 and 2.14, each Borrowing (other than a Borrowing of Swing Line Loans which shall be comprised entirely of Base Rate ABR Loans) shall be comprised entirely of ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f)) and Swing Line Loans, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, but is not required to, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent Agent, at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, request any Revolving Credit Borrowing or to elect to convert or continue, any Swing Line Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the applicable Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.23(e) within the time specified in such Section, the such Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC L/C Disbursement (it being understood that (i) if the conditions precedent to Borrowing set forth in Sections 4.01(b) and 4.01(c) have been satisfied, such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such LenderLender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing, and (ii) if such payment conditions precedent to Borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall be deemed not constitute a Loan and shall not relieve the Borrower from its obligation to have reduced the LC Exposurereimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the such Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the such Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the such Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Tallgrass Energy GP, LP), Credit Agreement (Tallgrass Energy GP, LP)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that except as otherwise expressly provided herein, no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,0005,000,000 (except, with respect to any Incremental Term Borrowing, to the extent otherwise provided in the related Incremental Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.02(f), 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) eight Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City City, as the Administrative Agent may designate designate, not later than 3:00 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing of Revolving Loans if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.22(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such LenderLender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Borrowing of Revolving Loans, and (ii) if such payment conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall be deemed not constitute a Loan and shall not relieve the Borrower from its obligation to have reduced the LC Exposurereimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, the Borrower and such Lender and (severally with respect to the Lead Borrower severally Borrower) agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (AssetMark Financial Holdings, Inc.), Credit Agreement (AssetMark Financial Holdings, Inc.)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for the Loans deemed made pursuant to Section 2.02(f2.02(e), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,0002,000,000 (except with respect to any Incremental Borrowing, to the extent otherwise provided in the related Incremental Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.02(e), 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead U.S. Borrower or Cayman Borrower, as applicable, may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers U.S. Borrower or Cayman Borrower, as applicable, to repay such Loan Loan, nor the right of such Lender to receive all payments of interest and principal with respect to such Loan, in each case in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers U.S. Borrower or Cayman Borrower, as applicable, shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) eight Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to the Loans made pursuant to Section 2.02(f2.02(e), each Lender shall make each Loan (other than Swingline Loans) required to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 12:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Lead U.S. Borrower or Cayman Borrower, as applicable, in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable U.S. Borrower or Cayman Borrower, as applicable, on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead U.S. Borrower or Cayman Borrower, as applicable, severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the U.S. Borrower until or Cayman Borrower, as applicable, to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead U.S. Borrower or Cayman Borrower, as applicable, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead U.S. Borrower the payment required to be made by Section 2.13(e2.22(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds dollars to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and 4.01(c) have been satisfied, such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such LenderLender and, to the extent of such payment, the obligations of the U.S. Borrower in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing, and (ii) if such payment conditions precedent to borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall be deemed not constitute a Loan and shall not relieve the U.S. Borrower from its obligation to have reduced the LC Exposurereimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead U.S. Borrower pursuant to Section 2.13(e2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (fe); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead U.S. Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead U.S. Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Lindblad Expeditions Holdings, Inc.), Credit Agreement (Lindblad Expeditions Holdings, Inc.)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers Lead Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed requested date thereof of such Borrowing by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate designate, by not later than 3:00 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an the Designated Account (or such other deposit account as directed by the of Lead Borrower specified in the applicable Notice of Borrowing) on the requested date of such Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph clause (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead a Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph clause (f); , and any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph clause (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Revolving Credit Agreement (VERRA MOBILITY Corp), Revolving Credit Agreement (VERRA MOBILITY Corp)
Loans. (ai) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their applicable respective Commitments; provided that the . The failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it shall not relieve any other Lender of its obligations hereunder; PROVIDED that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). Except for 's failure to make Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitmentsas required.
(bii) Subject to Section 3.012.12, each Borrowing shall be comprised entirely of Base Rate LIBOR Loans or LIBO Rate ABR Loans as the Lead Borrower may request pursuant to Section 2.03in accordance herewith. Each Lender may at its option may make any LIBO Rate LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided PROVIDED that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement Agreement.
(iii) At the commencement of each Interest Period for any LIBOR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000, PROVIDED that an ABR Borrowing may be in an aggregate amount that is equal to the entire remaining Commitments. Notwithstanding the foregoing, Borrowings funded or cause held by a CSCC Lender shall not be subject to the Borrowers to pay additional amounts pursuant to Section 3.01foregoing limitations. Borrowings of more than one Type and Class may be outstanding at the same time; provided further PROVIDED that the Borrowers there shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) fifteen LIBOR Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes with respect to all of the foregoingTranche A-1 Loans, Borrowings having different Interest PeriodsTranche A-2 Loans, regardless of whether they commence on Tranche A-3 Loans and Revolving Loans, collectively, outstanding at the same date, shall be considered separate Borrowingstime.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(eiv) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing as a LIBOR Borrowing if the Interest Period requested with respect thereto would end after the Maturity DateDate for the Loans included in such Borrowing.
(fv) If Notwithstanding any other provision of this Agreement, it is hereby acknowledged and agreed that the Issuing Bank entire Tranche A-3 Commitment held by ▇▇▇▇ Telecom has been fully funded by ▇▇▇▇ Telecom on the Second Amendment Effective Date, and ▇▇▇▇ Telecom shall not have received from the Lead Borrower the payment be (A) required to make any other Loans hereunder and (B) entitled to receive (and the Borrower shall not be made by Section 2.13(erequired to pay) within a Tranche A-3 Commitment Fee for the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent portion of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay Tranche A-3 Commitment held by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate▇▇▇▇ Telecom.
Appears in 2 contracts
Sources: Credit Agreement (Velocita Corp), Credit Agreement (Velocita Corp)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) seven Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date the Closing Date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the such date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, continue any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Neff Corp), Second Lien Credit Agreement (Neff Corp)
Loans. (a) Each Revolving Loan (other than Swingline Loans) shall be made as part of a Revolving Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make any Revolving Loan shall not in and of itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Revolving Loan required to be made by such other Lender). Except for Loans deemed Each Competitive Loan shall be made pursuant to in accordance with the procedures set forth in Section 2.02(f), 2.19. The Loans (other than Swingline Swing Line Loans) comprising any Revolving Borrowing (other than a Swing Line Borrowing) shall be in an aggregate principal amount that which is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,000, 25,000,000 (or (ii) an aggregate principal amount equal to the remaining available balance of the applicable Revolving available Commitments).
(b) Subject to Section 3.01, each Each Revolving Borrowing shall be comprised entirely of Eurodollar Loans or Base Rate Loans or LIBO Rate Loans Loans, as the Lead applicable Borrower may request pursuant to paragraph (e) hereof and each Competitive Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as the applicable Borrower may request in accordance with Section 2.032.19. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect the obligation of the Borrowers applicable Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers and (ii) entitle such Lender to pay additional any amounts pursuant to Section 3.01Sections 2.11 or 2.12 to which amounts such Lender would not be entitled if such Lender had made such Loan itself through its domestic branch. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers neither Borrower shall not be entitled to request any Revolving Borrowing thatwhich, if made, would result in an aggregate of more than ten twenty (1020) Borrowings of LIBO Rate separate Revolving Loans from any Lender being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Revolving Loans (other than Revolving Loans which are Base Rate Loans) having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsRevolving Loans.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Loan (other than Swingline Loansa Swing Line Loan) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate in New York, New York, not later than 3:00 12:00 noon (or in the case of Base Rate Loans, 2:00 p.m.), New York City time, and the Administrative Agent shall promptly by 3:00 p.m., New York City time, credit the amounts so received to an the general deposit account as directed by the Lead Borrower in of the applicable Notice of Borrowing Borrower maintained with the Administrative Agent or, if a Borrowing (other than a Swing Line Borrowing) shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) . Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.19 in the amount so accepted, and Revolving Loans shall be made by the Lenders pro rata in accordance with Section 2.14. Unless the Administrative Agent shall have received notice from a Lender prior to the date time of any Revolving Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Revolving Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the applicable Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead applicable Borrower, the interest rate applicable at the time to the Revolving Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Revolving Loan as part of such Revolving Borrowing for purposes of this Agreement.
(ed) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to requestrequest any Revolving Borrowing with an Interest Period ending after the Termination Date.
(e) In order to request a Revolving Borrowing, the Borrower requesting such Borrowing shall hand deliver or telecopy to elect the Administrative Agent a Revolving Borrowing Request in the form of Exhibit A (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before a proposed borrowing and (b) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, on the day of a proposed borrowing. Such notice shall be irrevocable and shall in each case specify (i) whether the Revolving Borrowing then being requested is to convert be a Eurodollar Borrowing or continuea Base Rate Borrowing; (ii) the date of such Revolving Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Revolving Borrowing is to be a Eurodollar Borrowing, any Borrowing if the Interest Period requested with respect thereto would end after thereto. If no election as to the Maturity DateType of Revolving Borrowing is specified in any such notice, then the requested Revolving Borrowing shall be a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.02(e) and of each Lender’s portion of the requested Borrowing.
(f) If the Issuing a Fronting Bank shall not have received from the Lead Borrower the payment required to be made by Weyerhaeuser pursuant to Section 2.13(e2.20(e) within the time specified in such Section, the Issuing such Fronting Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC L/C Disbursement and its Pro Rata Applicable Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent Not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not no later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an each Lender will make available the amount equal to such Lender’s Pro Rata of its Applicable Percentage of such LC L/C Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, Lender and such payment shall be deemed to have reduced the LC L/C Exposure)) in immediately available funds, to the Administrative Agent in New York, New York, and the Administrative Agent will promptly pay to the Issuing applicable Fronting Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing applicable Fronting Bank any amounts received by it from the Lead Borrower Weyerhaeuser pursuant to Section 2.13(e2.20(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); , and any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing applicable Fronting Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Applicable Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing applicable Fronting Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lenderat, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Competitive Advance and Revolving Credit Facility Agreement (Weyerhaeuser Co), Competitive Advance and Revolving Credit Facility Agreement (Weyerhaeuser Co)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Swingline Loans and Loans deemed made pursuant to Section 2.02(f2.22(e)(ii), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loansa Revolving Borrowing, an integral multiple of $1,000,000 and not less than $500,000 1,000,000, and (B) in the case of LIBO Rate Loansa Term Loan Borrowing or an Incremental Term Loan Borrowing, an integral multiple of $250,000 1,000,000 and not less than $1,000,0005,000,000 (except with respect to any Incremental Term Loan Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii) in the case of any Borrowing, equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.012.8, each Borrowing shall be comprised entirely of Base Rate Eurodollar Loans or LIBO Rate Loans ABR Loans, as the Lead Borrower may request pursuant to Section 2.032.3. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Swingline Loans and Loans made pursuant to Section 2.02(f2.22(e)(ii), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate Funding Office not later than 3:00 p.m.12:00 noon, New York City time, and the Administrative Agent shall promptly credit transfer the amounts so received to an the account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Knoll Inc), Credit Agreement (Knoll Inc)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments (or, in the case of Swing Line Loans, ratably in accordance with their respective Swing Line Commitments); provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f)) and Swing Line Loans or as otherwise set forth herein, the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,000, 5,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments. Each Borrowing of Swing Line Loans shall be in an aggregate principal amount that is (i) an integral multiple of $50,000 and not less than $100,000 or (ii) equal to the remaining available balance of the Swing Line Commitment.
(b) Subject to Section 3.01Sections 2.02(f), 2.08, 2.15 and 2.29, each Borrowing (other than a Borrowing of Swing Line Loans which shall be comprised entirely of Base Rate ABR Loans) shall be comprised entirely of ABR Loans or LIBO Rate Term SOFR Loans as the Lead Borrower Borrowers may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Term SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Term SOFR Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f)) and Swing Line Loans, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Lead Administrative Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender ▇▇▇▇▇▇ has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, but is not required to, make available to the applicable Borrower Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead each Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the Borrowers to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead BorrowerBorrowers, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the applicable Issuing Bank shall not have received from the Lead Borrower Borrowers the payment required to be made by Section 2.13(e2.24(e) within the time specified in such Section, the such Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon)1:00 p.m., New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC L/C Disbursement (it being understood that (i) if the conditions precedent to Borrowing set forth in Sections 4.01(b) and 4.01(c) have been satisfied, such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such LenderLender and, to the extent of such payment, the obligations of the Borrowers in respect of such L/C Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing, and (ii) if such payment conditions precedent to Borrowing have not been satisfied, then any such amount paid by any Revolving Credit Lender shall be deemed not constitute a Loan and shall not relieve the Borrowers from their obligation to have reduced the LC Exposurereimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the such Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the such Issuing Bank any amounts received by it from the Lead Borrower Borrowers pursuant to Section 2.13(e2.24(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead each Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the such Issuing Bank at (i) in the case of the Lead BorrowerBorrowers, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Enviva Inc.), Credit Agreement (Enviva Inc.)
Loans. (a) Each Term Loan (other than Swingline Loans) and each Revolving Loan shall be made as part of a Borrowing consisting of Loans made ratably by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01, Each Term Borrowing and each Revolving Borrowing denominated in US Dollars shall be comprised entirely of Base Rate LIBOR Loans, NIBOR Loans or LIBO Rate Loans as ABR Loans; each Revolving Borrowing denominated in a Committed Foreign Currency shall be comprised entirely of LIBOR Loans; and each Swingline Loan shall be an ABR Loan or a Loan bearing interest at another rate agreed upon in writing by the Lead applicable Borrower may request pursuant to Section 2.03and the Swingline Lender at the time such Loan is made. Each Lender may at its option make any LIBO Rate LIBOR Loan or NIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, however, that any exercise of such option shall not affect the obligation of the Borrowers applicable Borrower to repay such Loan in accordance with the terms of this Agreement Agreement; provided further, that if the designation of any such foreign branch or cause the Borrowers Affiliate shall result in any costs or reductions which would not otherwise have been applicable and for which such Lender would, but for this proviso, be entitled to pay additional amounts pursuant request compensation under Section 2.15 or Section 2.23(b), such Lender shall not be entitled to Section 3.01request such compensation unless it shall in good faith have determined such designation to be necessary or advisable to avoid any material disadvantage to it. Borrowings of more than one Type may be outstanding under either Class of Commitments at the same time; provided further provided, however, that the Borrowers no Borrower shall not be entitled to request any Borrowing that, if made, would result in an aggregate of more than ten (10) 15 separate Borrowings of LIBO Rate Loans being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.15, 2.16, 2.17, 2.21 and 2.23 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement.
(c) Except with respect to Loans made pursuant to Section 2.02(f)At the commencement of each Interest Period for any LIBOR or NIBOR Borrowing, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at be (i) in the case of a Revolving Borrowing or Term Borrowing, in an aggregate principal amount that is an integral multiple of the Lead Borrower, Borrowing Multiple and not less than the interest rate applicable at the time to the Loans comprising such Borrowing Minimum and (ii) in the case of such Lendera Swingline Loan, a rate determined by in an aggregate principal amount that is an integral multiple of US$500,000 and not less than US$1,000,000; provided that the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall Loans comprising an ABR Revolving Borrowing may be conclusive absent manifest error). If such Lender shall repay in an aggregate principal amount that is equal to the Administrative Agent such corresponding amount, such remaining unused amount shall constitute such Lender’s Loan of the Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as part of such Borrowing for purposes of this Agreementcontemplated by Section 2.05(e).
(ed) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Millennium America Inc), Credit Agreement (Millennium Chemicals Inc)
Loans. (a) Each (i) U.S. Revolving Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of U.S. Revolving Loans made by the Lenders ratably in accordance with their applicable U.S. Revolving Commitments, (ii) RoW Revolving Loan shall be made as part of a Borrowing consisting of RoW Revolving Loans made by the Lenders ratably in accordance with their applicable RoW Revolving Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans or European Base Rate Loans, not less than $500,000 equal to the amount requested by the applicable Borrower and (Bii) in the case of LIBO Rate RateTerm SOFR Loans or Alternative Currency Loans, or any Loans under the RoW Subfacility, (A) an integral multiple of the Equivalent Amount of $250,000 and not less than the Equivalent Amount of $1,000,000, or (iiB) equal to the remaining available balance of the Revolving Commitments under the applicable Revolving CommitmentsSubfacility.
(b) Subject to Section 3.01, (i) each Borrowing of U.S. Revolving Loans shall be comprised entirely of Base Rate Loans, Alternative Currency Daily Rate Loans, Alternative Currency Term Rate Loans or LIBO RateTerm SOFR Loans, and (ii) each Borrowing of RoW Revolving Loans shall be comprised entirely of LIBO RateTerm SOFR Loans, European Base Rate Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, in each case, as the Lead applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect limit or expand the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) 10 Borrowings of LIBO Rate Loans in the U.S. Subfacility and 5 Borrowings in the RoW Subfacility, respectively, outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., (i) in New York City timeCity, in the case of Loans to a U.S. Borrower, and (ii) in London, in the case of Loans to a UK Borrower, in each case, at the Applicable Time, and the Administrative Agent shall promptly credit the amounts so received to an the Designated Account (or such other deposit account as directed by of the Lead Borrower specified in the applicable Notice of Borrowing maintained with the Administrative Agent Borrowing) or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrowerapplicable Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the an Issuing Bank shall not have received from the Lead Borrower applicable Borrowers the payment required to be made by Section 2.13(e) within the time specified in such Section, the such Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving applicable Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving such Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, time on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan (for LC Disbursements denominated in Dollars) or an Alternative Currency Daily Rate Loan or Alternative Currency Term Rate Loan with an Interest Period of one month (for LC Disbursements denominated in any other currency) of such Lender, and such payment shall be deemed to have reduced the applicable LC Exposure), and the Administrative Agent will promptly pay to the such Issuing Bank amounts so received by it from the Revolving applicable Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the Lead applicable Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the applicable Issuing Bank, as their interests may appear. If any Revolving Lender under the applicable Subfacility shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower applicable Borrowers, severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a)2.06, and (ii) in the case of such Lender, for the first such day, the Federal Funds RateEffective Rate (or, with respect to an Alternative Currency, overnight rate determined by the Administrative Agent), and for each day thereafter, the Base RateRate (for Dollars), the applicable Alternative Currency Daily Rate or Alternative Currency Term Rate (for Alternative Currencies).
Appears in 2 contracts
Sources: Revolving Credit Agreement (McGraw Hill, Inc.), Revolving Credit Agreement (McGraw Hill, Inc.)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable CommitmentsClass; provided provided, however, that the failure of any Lender to make any Loan required to be made by it shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than ) and subject to Section 2.22 relating to Swingline Loans) , the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,000, 5,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03; provided that no Borrowings may be converted into or continued as a Eurodollar Borrowing having an Interest Period in excess of one month prior to the date which is 30 days after the Closing Date. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall (i) not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement Agreement, (ii) not result in increased costs for the Borrower pursuant to Sections 2.14, 2.15, 2.16 or cause 2.20 and (iii) take into account the Borrowers obligations of each Lender to pay additional amounts mitigate increased costs pursuant to Section 3.012.21 hereof. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) 16 Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f)) or Section 2.09(d) and subject to Section 2.22 relating to Swingline Loans, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, of this Section and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (in lieu of interest which would otherwise become due to such Lender pursuant to Section 2.06) or (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest clearly demonstrable error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing which is a Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.23(e) with respect to a Revolving Letter of Credit within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Revolving L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC Revolving L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 5:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon)3:00 p.m., New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Revolving L/C Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such Lender, Lender and such payment shall be deemed to have reduced the LC Revolving L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f)paragraph; any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC Revolving L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a) (in lieu of interest which would otherwise become due to such Lender pursuant to Section 2.06), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate. If the Issuing Bank shall not have received from the Borrower the payment that it may make pursuant to Section 2.23(e) with respect to a Funded Letter of Credit within the time specified in such Section, the Issuing Bank will promptly notify the Deposit Bank and the Administrative Agent of the Funded L/C Disbursement and the Administrative Agent will promptly notify each Funded L/C Lender of such Funded L/C Disbursement and its Pro Rata Percentage thereof, and the Deposit Bank shall promptly pay to the Issuing Bank such Funded L/C Disbursement from such Funded L/C Lender’s Credit-Linked Deposit (such amount to be applied to each Funded L/C Lender’s Credit-Linked Deposit in accordance with its Pro Rata Percentage). Upon the payment made from the Credit-Linked Deposit Account pursuant to this paragraph to reimburse the Issuing Bank for any Funded L/C Disbursement, the Borrower shall be deemed to have reimbursed the Issuing Bank as of such date and the Funded L/C Lenders shall be deemed to have extended, and the Borrower shall be deemed to have accepted, a Term Loan, which shall initially be an ABR Loan, in the aggregate principal amount of such payment without further action on the part of any party, and the Total Credit-Linked Deposit shall be permanently reduced by such amount; any amount so paid pursuant to this paragraph shall, on and after the payment date thereof, be deemed to be Term Loans for all purposes hereunder.
Appears in 2 contracts
Sources: Credit Agreement (NRG Energy, Inc.), Credit Agreement (NRG Energy, Inc.)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, that the failure of any Lender to make any its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Swingline Loans and Loans deemed made pursuant to Section 2.02(f2.18(e)(ii), Loans (other than Swingline Loans) comprising any each Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 (and (Bin integral amounts consistent with) in the case of LIBO Rate LoansMinimum Currency Threshold or, an integral multiple of $250,000 and not less than $1,000,000if less, or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.012.11 and Section 2.12, (i) each Borrowing of Dollar Denominated Loans shall be comprised entirely of ABR Loans or Eurocurrency Loans as Administrative Borrower may request pursuant to Section 2.03 (provided that ABR Loans shall be available only with respect to Dollar Denominated Loans borrowed by U.S. Borrowers or Canadian Borrower), (ii) each Borrowing of GBP Denominated Loans or Swiss Franc Denominated Loans shall be comprised entirely of Eurocurrency Loans, (iii) each Borrowing of Euro Denominated Loans shall be comprised entirely of EURIBOR Loans, and (iv) each Borrowing of Canadian Dollar Denominated Loans shall be comprised entirely of Canadian Base Rate Loans or LIBO BA Rate Loans as the Lead Administrative Borrower may request pursuant to Section 2.03; provided that all Loans comprising the same Borrowing shall at all times be of the same Type. Each Lender may at its option make any LIBO Rate Eurocurrency Loan or EURIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers applicable Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) eight Eurocurrency Borrowings of LIBO in dollars, five Eurocurrency Borrowings in GBP, eight EURIBOR Borrowings, or more than three BA Rate Loans Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans deemed made pursuant to Section 2.02(f)2.18(e)(ii) and European Swingline Loans, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City Chicago, or to such account in a European jurisdiction, as the Administrative Funding Agent may designate designate, not later than 3:00 p.m.11:00 a.m., New York City Chicago time, and the Administrative Funding Agent shall promptly credit the amounts so received to an account of the applicable Borrower as directed by the Lead Administrative Borrower in the applicable Notice of Borrowing Request maintained with the Administrative Funding Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders; provided that the funding of all U.S./European Revolving Loans that are also denominated in a Specified Foreign Currency shall also be subject to the provisions of Article XII.
(d) Unless the Administrative Funding Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Funding Agent such Lender’s portion of such Borrowing, the Administrative Funding Agent may assume that such Lender has made such portion available to the Administrative Funding Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Funding Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Funding Agent shall have so made funds available available, then, to the extent that such Lender shall not have made such portion available to the Administrative Funding Agent, each of such Lender and the Lead such Borrower severally agree agrees to repay to the Administrative Funding Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Funding Agent at (i) in the case of the Lead such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Interbank Rate and a rate determined by the Administrative Funding Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Funding Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the applicable Borrower’s obligation to repay the Funding Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.
(e) Notwithstanding any other provision of this Agreementanything to the contrary contained herein, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Final Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis South America Holdings LLC)
Loans. (a) Each Loan (other than Swingline Competitive Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. Except for Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,000, 10,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.09 and 2.15, each Competitive Borrowing shall be comprised entirely of Base Rate Eurodollar Competitive Loans or LIBO Fixed Rate Loans, and each other Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.032.03 or 2.04, as applicable. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) 15 Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed in the name of the Borrower and designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or Competitive Bid Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.22(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC L/C Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such Lender, Lender and such payment shall be deemed to have reduced the LC L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a2.07(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Laboratory Corp of America Holdings), Credit Agreement (Laboratory Corp of America Holdings)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Commitments; provided that the Class. The failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). Except for ’s failure to make Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitmentsas required.
(b) Subject to Section 3.012.12, each Revolving Borrowing and Term Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead applicable Borrower may request pursuant to Section 2.03in accordance herewith. Each Lender may at its option may make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers applicable Borrower to repay such Loan in accordance with the terms of this Agreement Agreement.
(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Total Revolving Commitment or cause that is required to finance the Borrowers to pay additional amounts pursuant to reimbursement of an LC Disbursement as contemplated by Section 3.012.04(c)(i). Borrowings of more than one Type may be outstanding at the same time; provided further provided, that the Borrowers there shall not at any time be entitled to request any Borrowing that, if made, would result in more than ten (10) a total of seven Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lendersoutstanding.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Term Loan Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rateapplicable.
Appears in 2 contracts
Sources: Credit Agreement (Dennys Corp), Credit Agreement (Dennys Corp)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than 2.2(f) and Swingline Loans) , the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loansa Revolving Borrowing, an integral multiple of $1,000,000 and not less than $500,000 1,000,000 and (B) in the case of LIBO Rate Loansa Term Loan Borrowing or an Incremental Term Loan Borrowing, an integral multiple of $250,000 1,000,000 and not less than $1,000,0005,000,000 (except with respect to any Incremental Term Loan Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii) in the case of any Borrowing, equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.012.8, each Borrowing shall be comprised entirely of Base Rate Eurodollar Loans or LIBO Rate Loans ABR Loans, as the Lead Borrower may request pursuant to Section 2.032.3. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f)2.2(f) and Swingline Loans, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate Funding Office not later than 3:00 p.m.12:00 (noon), New York City timeTime, and the Administrative Agent shall promptly credit transfer the amounts so received to an the account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.22(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s 's Pro Rata Percentage of such LC L/C Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such Lender, Lender and such payment shall be deemed to have reduced the LC L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a2.6(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Spheris Leasing LLC), Credit Agreement (Spheris Operations Inc.)
Loans. (a) Each (i) Domestic Revolving Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Domestic Revolving Loans made by the Domestic Lenders ratably in accordance with their applicable respective Domestic Commitments; provided provided, however, that the failure of any Domestic Lender to make any Domestic Revolving Loan shall not in itself relieve any other Domestic Lender of its obligation to lend hereunder hereunder; (it being understood, however, ii) Multicurrency Revolving Loan shall be made as part of a Borrowing consisting of Multicurrency Revolving Loans made by the Multicurrency Lenders ratably in accordance with their respective Multicurrency Commitments; and (iii) Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. It is understood that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for The Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000, €1,000,000 or £1,000,000, as the case may be, and not less than $1,000,00010,000,000, €10,000,000 or £10,000,000, as the case may be, or (ii) equal to the remaining available balance of the applicable Revolving CommitmentsTotal Domestic Commitment or the Total Multicurrency Commitment, as applicable; provided that the Swingline Lender may request on behalf of the Borrower, Borrowings that are ABR Loans in other amounts pursuant to Section 2.06.
(b) Subject to Section 3.01Sections 2.11 and 2.16, each Domestic Competitive Borrowing or Multicurrency Competitive Borrowing shall be comprised entirely of Base Rate Eurocurrency Competitive Loans or LIBO Fixed Rate Loans, and each Domestic Revolving Credit Borrowing or Multicurrency Revolving Credit Borrowing shall be comprised entirely of ABR Loans (in the case of Loans denominated in Dollars) or Eurocurrency Loans as the Lead Borrower may request pursuant to Section 2.032.03 or 2.04, as applicable. Each Lender may at its option make any LIBO Rate Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower or the UK Borrower, as applicable, to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that neither the Borrowers Borrower nor the UK Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) 15 Eurocurrency Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Domestic Revolving Loan (other than Swingline Loans) or Multicurrency Revolving Loan to be made by it hereunder hereunder, as applicable, on the proposed date thereof by wire transfer of immediately available funds to such account in New York City (with respect to Dollar denominated Loans) and London (with respect to non-Dollar denominated Loans) as the Administrative Agent may designate not later than 3:00 p.m.11:00 a.m., New York City timetime (in the case of the Borrower and ABR Borrowings by the UK Borrower) and 11:00 a.m., London time (in the case of the UK Borrower (other than ABR Borrowings)), and the Administrative Agent shall promptly credit the amounts so received by 12:00 (noon), New York City time (in the case of the Borrower and ABR Borrowings by the UK Borrower) and 12:00 (noon), London time (in the case of the UK Borrower (other than ABR Borrowings)), to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent designated by the Borrower or the UK Borrower, as applicable, in the applicable Borrowing Request or Competitive Bid Request, which account must be in the name of the Borrower or the UK Borrower, as applicable, or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower or the UK Borrower, as applicable, on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on within one Business Day of demand therefor such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower or the UK Borrower, as applicable, until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower or the UK Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Domestic Revolving Loan or Multicurrency Revolving Loan, as the case may be, as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, neither the Lead Borrower nor the UK Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Three Year Competitive Revolving Credit Agreement, Credit Facility Agreement (Raytheon Co/)
Loans. (a) Each Standby Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing Each Competitive Loan shall be made in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitments.accordance with the
(b) Subject to Section 3.01, each Each Competitive Borrowing shall be comprised entirely of Base Rate Eurodollar Competitive Loans or LIBO Fixed Rate Loans, and each Standby Borrowing shall be comprised entirely of Eurodollar Standby Loans or ABR Loans, as the Lead Borrower may request pursuant to Section 2.032.03 or 2.04, as applicable. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect Subject to Loans made pursuant to Section 2.02(f)paragraph (d) below, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate in Houston, Texas, not later than 3:00 p.m.noon, New York City Houston time, and the Administrative Agent shall promptly by 2:00 p.m., Houston time, credit the amounts so received to an the account as directed or accounts specified from time to time in one or more notices delivered by the Lead Borrower in the applicable Notice of Borrowing maintained with to the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless . Competitive Loans shall be made by the Administrative Agent Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted. Standby Loans shall have received notice from a Lender prior to be made by the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Lenders pro rata in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this AgreementSection 2.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Texas Utilities Co /Tx/), 364 Day Competitive Advance and Revolving Credit Facility Agreement (Tu Acquisitions PLC)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant Notwithstanding anything to Section 2.02(fthe contrary contained herein (and without affecting any other provision hereof), Loans the funded portion of each Loan to be made on the Closing Date (other than Swingline Loansi.e., the amount advanced in cash to the Borrower on the Closing Date) comprising any Borrowing shall be in an aggregate equal to 97.0% of the principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitmentssuch Loan.
(b) Subject to Section 3.01Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) six Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 1:00 p.m., New York City time, on such date, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, (A) for the first two days following the date such amount is made available to the Borrower, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)) and (B) thereafter, at the Alternate Base Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Atp Oil & Gas Corp), First Lien Credit Agreement (Atp Oil & Gas Corp)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by Subject to the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any terms and conditions set forth herein, each Lender severally agrees to make (i) loans to the US Borrowers from time to time in US Dollars (each such loan, a “US Borrower Loan”) and (ii) loans to the European Borrower from time to time in Euros or US Dollars (each such loan, a “European Borrower Loan”), in each case on any Loan shall Business Day during the Availability Period, in an aggregate amount not in itself relieve to exceed at any other Lender time outstanding the amount of its obligation to lend hereunder (it being understoodsuch Lender’s Commitment; provided, however, that no Lender shall be responsible for the failure of after giving effect to any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f)Borrowing, Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) the Total Outstandings shall not exceed the lesser of (A) the Aggregate Commitments and (B) the Total Borrowing Base, and (ii) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. In no event shall Lenders have any obligation to honor a request for (1) a US Borrower Loan if the unpaid balance of US Borrower Loans and L/C Obligations with respect to US Letters of Credit outstanding at such time (including the requested US Borrower Loan) would exceed the lesser of (x) the Total US Sublimit and (y) the US Borrowing Base or (2) a European Borrower Loan if the unpaid balance of European Borrower Loans and L/C Obligations with respect to European Letters of Credit outstanding at such time (including the requested European Borrower Loan) would exceed the lesser of (x) the Total European Sublimit and (y) the European Borrowing Base. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. Loans may be made (a) in the case of US Borrower Loans, at the option of the US Borrowers, as US Base Rate Loans or Eurocurrency Rate Loans, not less than $500,000 in each case in US Dollars and (Bb) in the case of LIBO Rate European Borrower Loans, an integral multiple at the option of $250,000 and not less than $1,000,000the European Borrower, as Eurocurrency Rate Loans in US Dollars or (ii) equal Euros, in each case as further provided herein. In addition to the remaining available balance of the applicable Revolving Commitments.
(b) Subject foregoing, certain Loans may be made to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan the extent they are deemed to be made in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(fSections 2.02(c), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon2.02(g), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day2.03(c)(i)(B), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure2.03(c)(ii), 3.02, 3.03 and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate3.07.
Appears in 2 contracts
Sources: Credit Agreement (Imation Corp), Credit Agreement (Imation Corp)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Each Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $the Approved Currency equivalent of US$250,000 and not less than $1,000,000, the Approved Currency equivalent of US$1,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject . Each Borrower may make up to Section 3.01two Borrowings per month during the Availability Period, each Borrowing which Borrowings shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan made in accordance with the terms conditions set forth in Article IV of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsAgreement.
(ci) Except with respect to Loans made pursuant to Section 2.02(f), each Each Singapore Dollar Lender shall make each Singapore Dollar Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City Singapore as the Administrative Facility Agent may designate not later than 3:00 p.m.11:00 a.m., New York City Singapore time, and (ii) each Yen Lender shall make each Yen Loan to be made by it hereunder by wire transfer of immediately available funds to such account in Tokyo as the Administrative Facility Agent may designate not later than 11:00 a.m., Tokyo time, in each case on the proposed date, and the Facility Agent shall promptly credit the amounts so received to an account as directed by the Lead Administrative Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(dc) Unless the Administrative Facility Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Facility Agent such Lender’s portion of such Borrowing, the Administrative Facility Agent may assume that such Lender has made such portion available to the Administrative Facility Agent on the date of such Borrowing in accordance with paragraph (cb) above, and the Administrative Facility Agent may, in reliance upon such assumption, make available to the applicable Borrower Borrowers on such date a corresponding amount. If the Administrative Facility Agent shall have so made funds available available, then, to the extent that such Lender shall not have made such portion available to the Administrative Facility Agent, each of such Lender and the Lead Borrower Borrowers severally agree to repay to the Administrative Facility Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower Borrowers until the date such amount is repaid to the Administrative Facility Agent at (i) in the case of the Lead BorrowerBorrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a the rate determined by the Administrative Facility Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Facility Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and Borrowers’ obligation to repay the Facility Agent such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment corresponding amount pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that Section 2.02(c) shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Ratecease.
Appears in 2 contracts
Sources: Facility Agreement, Facility Agreement (Equinix Inc)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate ABR Revolving Loans, integral multiples of $500,000 and not less than $500,000 and or (B) in the case of LIBO Rate Eurodollar Revolving Loans, an integral multiple of $250,000 500,000 and not less than $1,000,000, 1.0 million or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of Base Rate ABR Revolving Loans or LIBO Rate Eurodollar Revolving Loans as the Lead Borrower Borrowers may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) fifteen Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 2:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower Borrowers in the applicable Notice of Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower Borrowers severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead BorrowerBorrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower Borrowers the payment required to be made by Section 2.13(e2.18(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower Borrowers pursuant to Section 2.13(e2.18(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower Borrowers severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead BorrowerBorrowers, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Lenox Group Inc), Revolving Credit Agreement (Department 56 Inc)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Revolving Loans deemed made pursuant to Section 2.02(f2.18(e), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case an integral multiple of Base Rate Loans, $100,000 and not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.11 and 2.12, each Borrowing of Loans shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Administrative Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, that any exercise of such option shall not affect the obligation of the Lender to make such Loan or the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, that the Borrowers Administrative Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) 10 Eurodollar Borrowings of LIBO Rate Loans in the aggregate outstanding hereunder at any one timetime (or such greater number of Eurodollar Borrowings as may be acceptable to the Administrative Agent in its sole discretion). For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Revolving Loans made pursuant to Section 2.02(f2.18(e), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate from time to time not later than 3:00 p.m.10:00 a.m., New York City time, and the Administrative Agent shall promptly credit or remit the amounts so received to an account in the United States as directed by the Lead Administrative Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, promptly return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph clause (c) above, and the Administrative Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the applicable Borrower Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Lead Borrower severally Borrowers (on a joint and several basis) agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of such Lender, the Lead Borrowergreater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation, and (ii) in the case of the Borrowers, the greater of the interest rate applicable at the time to ABR Loans of the Loans comprising applicable Class and the interest rate applicable to such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Borrowing. If such Lender shall subsequently repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and any amounts previously so repaid by the Borrowers shall be returned to the Borrowers.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the applicable Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (International Seaways, Inc.), Credit Agreement (Overseas Shipholding Group Inc)
Loans. At any time and from time to time during the Commitment Availability Period each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans in Dollars to the Account Parties pursuant to this Section in amounts such that (ax) Each Loan the aggregate outstanding amount of the Credit Exposures of the Banks shall not exceed the aggregate amount of the Commitments of the Banks and (other than Swingline Loansy) the aggregate outstanding amount of the Credit Exposure of such Bank shall be made as part not exceed the Commitment of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitmentssuch Bank; provided that the failure aggregate outstanding principal amount of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline LC Reimbursement Loans) comprising any shall not exceed $750,000,000. Each Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral 25,000,000 or any larger multiple of $250,000 1,000,000 and not less than $1,000,000shall be made from the several Banks ratably in proportion to their respective Commitments; provided that, or (ii) equal notwithstanding the foregoing, a Base Rate Borrowing may be in an amount that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(a). Within the foregoing limits, the Account Parties may borrow under this Section, repay or, to the remaining extent permitted by Section 2.12, prepay Loans and reborrow at any time during the Commitment Availability Period under this Section. Each Bank may, at its option, make any Loan available balance to any Subsidiary Account Party that is organized under the laws of a jurisdiction other than of the applicable Revolving Commitments.
(b) Subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans United States or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan a political subdivision thereof by causing any foreign or domestic or foreign branch or Affiliate of such Lender Bank to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers such Subsidiary Account Party to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Lincoln National Corp), Credit Agreement (Lincoln National Corp)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). For the avoidance of doubt, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made or incurred, as applicable, by all Revolving Credit Lenders in accordance with their Pro Rata Percentages until the Revolving Credit Maturity Date for the relevant Class of Revolving Credit Commitments (or, if earlier, the date of the termination of the relevant Class of Revolving Credit Commitments in accordance with the terms hereof); thereafter, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made by the remaining Revolving Credit Lenders in accordance with their Pro Rata Percentages (after giving effect to the termination of Revolving Credit Commitments of such Class on the applicable Revolving Credit Maturity Date or otherwise in accordance with the terms of this Agreement). Except for Loans deemed made pursuant to Section 2.02(f)) or (g) and subject to Section 2.23, the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is not less than (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, Minimum Applicable Borrowing Amount for such Loans or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.02(f), 2.02(g), 2.08 and 2.16, each Borrowing shall (i) be comprised entirely of Base Rate (x) in the case of US Dollar-Denominated Loans, ABR Loans or LIBO Eurodollar Loans or (y) in the case of Alternate Currency Denominated Loans, Canadian Prime Rate Loans, Bankers’ Acceptance Loans, EURIBOR Loans or Sterling LIBOR Loans, in each case as the Lead Borrower may request pursuant to Section 2.03. Each Borrowing of Canadian Dollar-Denominated Revolving Loans shall be incurred (x) as Canadian Prime Rate Loans or (y) (A) in the case of a B/A Lender, by way of the creation of Bankers’ Acceptances on the terms and conditions provided for herein and in Schedule 2.02(b) or (B) in a case of a Non-B/A Lender, by way of the purchase of completed Drafts and the exchange of such Drafts for B/A Equivalent Notes, in each case on the terms and conditions provided for herein and in Schedule 2.02(b). Each Lender may at its option make any LIBO Eurocurrency Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than (x) ten Eurocurrency Rate Borrowings (10or such greater number as the Administrative Agent may agree in its sole discretion) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of time and (y) five different maturity dates in the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on aggregate for all outstanding Bankers’ Acceptance Loans (or such greater number as the same date, shall be considered separate BorrowingsAdministrative Agent may agree in its reasonable sole discretion).
(c) Except with respect to Loans deemed made pursuant to Section Sections 2.01(a), 2.02(f), 2.02(g) and, if applicable, Section 2.28, and subject to Sections 2.03 and 2.23, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the Applicable Currency to such account in New York City as the applicable Payment Office of the Administrative Agent may designate not later than 3:00 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing at the time and (ii) in the case of such Lender, a (x) for the first such day, the Overnight Rate and (y) for each day thereafter, (A) in the case of US Dollar-Denominated Loans, the Alternate Base Rate plus the Applicable Percentage for ABR US Revolving Loans comprising such Borrowing, (B) in the case of Canadian Dollar-Denominated Revolving Loans, the Canadian Prime Rate plus the Applicable Percentage for Canadian Prime Rate Multicurrency Revolving Loans comprising such Borrowing and (C) in the case of any other Alternate Currency Denominated Loans, the rate determined by per annum equal to the Administrative Agent interest rate applicable to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)the Alternate Currency Denominated Loans comprising such Borrowing made to the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this AgreementAgreement and (x) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Eurocurrency Rate Borrowing if the Interest Period requested with respect thereto would end after the Maturity DateDate applicable to the Loans comprising such Eurocurrency Rate Borrowing.
(f) If the relevant US Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.24(e) within the time specified in such Section, the such US Issuing Bank will promptly notify the Administrative Agent of the LC US L/C Disbursement and the Administrative Agent will promptly notify each US Revolving Credit Lender of such LC US L/C Disbursement and its Pro Rata Percentage thereofthereof (with the amount of any US L/C Disbursement made in an Approved Alternate L/C Currency to be calculated using the US Dollar Equivalent of such US L/C Disbursement, as determined on the date on which such US L/C Disbursement was made by the relevant US Issuing Bank). Each US Revolving Credit Lender shall pay by wire transfer of immediately available funds in US Dollars to the Administrative Agent not later than 2:00 p.m. on such date (or, if such US Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, ) on any day, not later than 11:00 a.m., New York City time, 10:00 a.m. on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC US L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute a Base Rate an ABR US Revolving Loan of such Lender, Lender and such payment shall be deemed to have reduced the LC US L/C Exposure), and the Administrative Agent will promptly pay to the relevant US Issuing Bank amounts so received by it from the US Revolving Credit Lenders. The Administrative Agent will promptly pay to the relevant US Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.24(e) prior to the time that any US Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the US Revolving Credit Lenders that shall have made such payments and to the such US Issuing Bank, as their interests may appear. If any US Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC US L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the relevant US Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to the US Revolving Loans of the relevant Class pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Overnight Rate, and for each day thereafter, the Base Rateinterest rate applicable to ABR US Revolving Loans of the relevant Class.
(g) If the relevant Multicurrency Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.25(e) within the time specified in such Section, such Multicurrency Issuing Bank will promptly notify the Administrative Agent of the Multicurrency L/C Disbursement and the Administrative Agent will promptly notify each Multicurrency Revolving Credit Lender of such Multicurrency L/C Disbursement and its Pro Rata Percentage thereof. Each Multicurrency Revolving Credit Lender shall pay by wire transfer of immediately available funds in the Applicable Currency to the Administrative Agent not later than 2:00 p.m. on such date (or, if such Multicurrency Revolving Credit Lender shall have received such notice later than 12:00 (noon) on any day, not later than 10:00 a.m. on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such Multicurrency L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute a Multicurrency Revolving Loan of such Lender and such payment shall be deemed to have reduced the Multicurrency L/C Exposure), and the Administrative Agent will promptly pay to the relevant Multicurrency Issuing Bank amounts so received by it from the Multicurrency Revolving Credit Lenders. The Administrative Agent will promptly pay to the relevant Multicurrency Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.25(e) prior to the time that any Multicurrency Revolving Credit Lender makes any payment pursuant to this paragraph (g); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Multicurrency Revolving Credit Lenders that shall have made such payments and to such Multicurrency Issuing Bank, as their interests may appear. If any Multicurrency Revolving Credit Lender shall not have made its Pro Rata Percentage of such Multicurrency L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the relevant Multicurrency Issuing Bank at (i) in the case of the Borrower, (A) if such Multicurrency L/C Disbursement is payable in US Dollars, a rate per annum equal to the interest rate applicable to the Multicurrency Revolving Loans of the relevant Class pursuant to Section 2.06(a), (B) if such Multicurrency L/C Disbursement is payable in Canadian Dollars, a rate per annum equal to the interest rate applicable to the Multicurrency Revolving Loans of the relevant Class pursuant to Section 2.06(b), and (C) if such Multicurrency L/C Disbursement is payable in any other Alternate Borrowing Currency, a rate per annum equal to the Overnight Rate and (ii) in the case of such Lender, (A) if such Multicurrency L/C Disbursement is payable in US Dollars, for the first such day, the Overnight Rate and for each day thereafter, the interest rate applicable to Multicurrency ABR Revolving Loans of the relevant Class, and (B) if such Multicurrency L/C Disbursement is payable in any Alternate Borrowing Currency, for the first such day, a rate per annum equal to the Overnight Rate and, for each day thereafter, the interest rate applicable to Multicurrency Revolving Loans denominated in the respective Alternate Borrowing Currency of the relevant Class under the applicable clause of Section 2.06 (using, in the case of Canadian Dollar-Denominated Revolving Loans, the interest rate applicable to a Canadian Prime Rate Borrowing).
Appears in 2 contracts
Sources: Credit Agreement (Ceridian HCM Holding Inc.), Credit Agreement (Ceridian HCM Holding Inc.)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for The Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,0005,000,000 (except, with respect to any Borrowing of Incremental Loans, to the extent otherwise provided in the related Incremental Loan Assumption Agreement and with respect to any Refinancing Loan, to the extent otherwise provided in the related Refinancing Amendment) or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.07 and 2.14, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Loan, Refinancing Loan (other than Swingline Loans) or Incremental Loan to be made by it hereunder on the Closing Date or the proposed date thereof of Borrowing thereof, as applicable, by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m.9:00 a.m., New York City time, and the Administrative Agent shall promptly credit wire transfer the amounts so received to an account as directed by in accordance with instructions received from the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (cSection 2.02(c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 2 contracts
Sources: Credit Agreement (Office Depot Inc), Credit Agreement (Office Depot Inc)
Loans. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Bridge Lender severally (aand not jointly) Each agrees to make available to the Borrower such Bridge Lender's Bridge Loan Commitment Percentage (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made set forth in Schedule 2.2(a))of bridge loans requested by the Lenders ratably Borrower in accordance with their applicable CommitmentsDollars ("Bridge Loans") from time to time from the Closing Date until the Bridge Loan Termination Date, or such earlier date as the Bridge Loan Commitments shall have been terminated as provided herein; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understoodprovided, however, that no (A) the sum of the aggregate outstanding principal amount of the Bridge Loans shall not at any date during the duration of this Credit Agreement exceed the Bridge Loan Committed Amount with respect to such date, (B) with regard to each Bridge Lender individually, such Bridge Lender's outstanding Bridge Loans shall be responsible for not exceed such Lender's Bridge Loan Commitment Percentage of the failure Bridge Loan Committed Amount and (C) the sum of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f)the aggregate outstanding principal amount of the Bridge Loans, Loans (other than Swingline plus the aggregate outstanding principal amount of the Revolving Loans) comprising any Borrowing shall be in an , plus the aggregate principal amount that is (i) (A) in of the case of Base Rate outstanding Swingline Loans, plus the LOC Obligations shall not less than $500,000 and exceed the (B1) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, Total Committed Amount or (ii2) equal to the remaining available balance of Borrowing Base Amount plus the applicable Revolving Commitments.
(b) Subject to Section 3.01, each Borrowing shall be comprised entirely Bridge Loan Committed Amount. Bridge Loans may consist of Base Rate Loans or LIBO Rate Loans Eurodollar Loans, or a combination thereof, as the Lead Borrower may request pursuant to Section 2.03. Each Lender request; provided, however, that there may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of be no more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (101) Borrowings of LIBO Rate Loans Eurodollar Loan which is a Bridge Loan outstanding hereunder at any one time. For given time (it being understood that, for purposes of the foregoinghereof, Borrowings having Eurodollar Loans with different Interest PeriodsPeriods shall be considered as separate Eurodollar Loans, regardless of whether even if they commence begin on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f)although borrowings, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m.extensions and conversions may, New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) abovethe provisions hereof, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable be combined at the time to the Loans comprising such Borrowing and (ii) in the case end of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the existing Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed Periods to constitute a Base Rate new Eurodollar Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposurewith a single Interest Period), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: Credit and Reimbursement Agreement (CNL American Properties Fund Inc)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by Subject to the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Loan shall not in itself relieve any other Lender Business Day or RFR Business Day, as applicable, during the Availability Period of its obligation to lend hereunder (it being understoodsuch Lender, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, that, after giving effect to any Revolving Credit Borrowing, (i) (A) in the case Total Outstandings shall not exceed the amount of Base Rate Loansthe Facility, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal the Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (iii) the Outstanding Amount of all Revolving Credit Loans made to all Foreign Borrowers plus the Outstanding Amount of all Foreign Swing Line Loans shall not exceed the Maximum Foreign Borrower Sublimit and (iv) with respect to each individual Foreign Borrower, the Outstanding Amount of all Revolving Credit Loans made to such Foreign Borrower plus the Outstanding Amount of all Foreign Swing Line Loans made to such Foreign Borrower shall not exceed the Foreign Borrower Sublimit applicable to such Foreign Borrower. Within the limits of each Lender’s Commitment, and subject to the remaining available balance of other terms and conditions hereof, the applicable Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Commitments.
(b) Subject to Section 3.01, each Borrowing shall Credit Loans denominated in Dollars may be comprised entirely of Base Rate Loans or LIBO Eurocurrency Rate Loans Loans, as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loanfurther provided herein; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing provided, that, if made, would result eachTerm SOFR Loans. Revolving Credit LoanLoans denominated in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, an Alternative Currency shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f)aconsisting of Australian Dollars, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m.Canadian Dollar, New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met Euros or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination Hong Kong Dollars shall be conclusive absent manifest error)Eurocurrency Rate LoanLoans. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified Revolving Credit Loans denominated in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount Sterling shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base RateDaily Simple RFR Loans.
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 the Borrowing Multiple and not less than $1,000,000the Borrowing Minimum (except with respect to any Other Term Borrowing or Other Revolving Credit Borrowing, to the extent otherwise provided in the related Loan Modification Agreement) or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Daily Rate Loans or LIBO Fixed Rate Loans as the Lead applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers applicable Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in (i) more than (x) ten (10) Fixed Rate Borrowings of LIBO Domestic Revolving Loans, (y) ten Fixed Rate Borrowings of Tranche A Loans or (z) ten Fixed Rate Borrowings of Tranche B Loans being outstanding hereunder at any one time or (ii) more than five Fixed Rate Borrowings of any other Class being outstanding hereunder at any time. For purposes of the foregoing, Borrowings having different Interest Periods or Contract Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans deemed made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 4:00 p.m., New York City timeLocal Time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed in the name of the applicable Borrower, designated by the Lead such Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request, or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such LenderLender for the first three days, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds for the applicable currency and for each day thereafter, the higher of such rate and the applicable Daily Rate (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period or Contract Period, as the case may be, requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead applicable Borrower the payment required to be made by Section 2.13(e2.23(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each applicable Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Domestic Revolving Credit Lender (in respect of a Domestic L/C Disbursement), Multicurrency Revolving Credit Lender (in the case of a Multicurrency L/C Disbursement) and U.K. Revolving Credit Lender (in respect of a U.K. L/C Disbursement) shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., Local Time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City timeLocal Time, on any day, not later than 11:00 10:00 a.m., New York City timeLocal Time, on the immediately following Business Day), an amount equal to such Revolving Credit Lender’s Pro Rata Percentage of such LC L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan (if denominated in dollars or Canadian Dollars) or a Base Fixed Rate Loan with a one-month Interest Period or Contract Period, as the case may be (if denominated in any other Alternative Currency), of such Lender, Revolving Credit Lender and such payment shall be deemed to have reduced the LC applicable L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the such Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead a Borrower pursuant to Section 2.13(e2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its applicable Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Revolving Credit Lender and the Lead applicable Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead such Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Revolving Credit Lender, for the first such day, a rate determined by the Federal Funds RateIssuing Bank to represent its cost of overnight or short-term funds for the applicable currency, and for each day thereafter, the higher of such rate and the Alternate Base Rate or the Foreign Base Rate, as the case may be.
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f)paragraph (f) below, the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,000, 1,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.08 and 2.13, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Notwithstanding anything to the contrary contained herein, all Borrowings made on the Effective Date shall be ABR Borrowings (unless the Effective Date is more than two Business Days after the date hereof). Each Swingline Loan shall be an ABR Loan. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.Interest
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for The Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,0005,000,000 (except, with respect to any Other Term Loans, to the extent otherwise provided in the applicable Refinancing Amendment) or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01, Sections 2.08 and 3.02 each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate EurodollarSOFR Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate EurodollarSOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan to such Lender in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) five EurodollarSOFR Borrowings of LIBO Rate Loans outstanding hereunder at any time plus up to an additional 3 Interest Periods in respect of each (i) [reserved], (ii) Extended Term Loans and (iii) Other Term Loans, provided that the total number of such additional Interest Periods does not exceed 15 at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Tranche B-2 Term Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof Restatement Effective Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate Agent’s Office not later than 3:00 1:00 p.m., New York City time, and upon receipt of all requested funds the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective LendersRequest for Credit Extension.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender ▇▇▇▇▇▇ has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing Borrowing, and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: Credit Agreement (Yellow Corp)
Loans. (a) Each Standby Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Standby Loans made by the Lenders ratably in accordance with their applicable respective Available Commitments; provided provided, however, that the failure of any Lender to make any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. The Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be (i) in the case of Competitive Loans, in an aggregate principal amount that which is an integral multiple of $1,000,000 and not less than $5,000,000 and (i) (Aii) in the case of Base Rate Standby Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an aggregate principal amount which is an integral multiple of $250,000 5,000,000 and not less than $1,000,000, 20,000,000 (or (ii) an aggregate principal amount equal to the remaining available balance of the applicable Revolving Available Commitments). All Standby Loans and Competitive Loans made pursuant to this Article II shall be denominated in Dollars.
(b) Subject to Section 3.01, each Each Competitive Borrowing shall be comprised entirely of Base Rate Eurocurrency Competitive Loans or LIBO Fixed Rate Loans, and each Standby Borrowing shall be comprised entirely of Eurocurrency Standby Loans or ABR Loans, as the Lead Borrower may request pursuant to Section 2.032.03 or 2.04, as applicable. Each Lender may at its option make any LIBO Rate Eurocurrency Loan by causing any domestic or foreign branch branch, agency or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans.
(c) Except with respect to Loans made pursuant Subject to Section 2.02(f)2.05, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate in New York, New York, not later than 3:00 p.m.12:00 noon, New York City time, and the Administrative Agent shall promptly by 2:00 p.m., New York City time, credit the amounts so received to an the account as directed or accounts specified from time to time in one or more notices delivered by the Lead Borrower in the applicable Notice of Borrowing maintained with Company to the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) . Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted. Standby Loans shall be made by the Lenders pro rata in accordance with Section 2.16. Unless the Administrative Agent shall have received notice from a Lender prior to the date (or, in the case of ABR Borrowings, on the date) of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)funds. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement.
(ed) Notwithstanding any other provision of this Agreement, the Lead Borrower Each Competitive Loan shall not be entitled to request, a Eurocurrency Competitive Loan or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereofa Fixed Rate Loan. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount Standby Loan shall be deemed to constitute a Base Rate Eurocurrency Standby Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rateor an ABR Standby Loan.
Appears in 1 contract
Sources: Credit Facility Agreement (Hartford Financial Services Group Inc/De)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The U.S. Borrower and the Tranche B Lenders acknowledge that the Tranche B Loans will be funded with 0.50% of original issue discount. Except for Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 the Borrowing Multiple and not less than $1,000,000the Borrowing Minimum (except with respect to any Borrowing of Incremental Revolving Loans, Incremental Term Loans, Other Revolving Loans or Other Term Loans, to the extent otherwise provided in the related Incremental Assumption Agreement or Loan Modification Agreement, as applicable) or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Daily Rate Loans or LIBO Fixed Rate Loans as the Lead applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers applicable Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in (i) more than (x) ten (10) Fixed Rate Borrowings of LIBO Domestic Revolving Loans, (y) ten Fixed Rate Borrowings of Tranche A Loans or (z) ten Fixed Rate Borrowings of Tranche B Loans being outstanding hereunder at any one time or (ii) more than five Fixed Rate Borrowings of any other Class being outstanding hereunder at any time. For purposes of the foregoing, Borrowings having different Interest Periods or Contract Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans deemed made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 4:00 p.m., New York City timeLocal Time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed in the name of the applicable Borrower, designated by the Lead such Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request, or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such LenderLender for the first three days, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds for the applicable currency and for each day thereafter, the higher of such rate and the applicable Daily Rate (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period or Contract Period, as the case may be, requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead applicable Borrower the payment required to be made by Section 2.13(e2.23(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each applicable Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Domestic Revolving Credit Lender (in respect of a Domestic L/C Disbursement), Multicurrency Revolving Credit Lender (in respect of a Multicurrency L/C Disbursement) and U.K. Revolving Credit Lender (in respect of a U.K. L/C Disbursement) shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., Local Time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City timeLocal Time, on any day, not later than 11:00 10:00 a.m., New York City timeLocal Time, on the immediately following Business Day), an amount equal to such Revolving Credit Lender’s Pro Rata Percentage of such LC L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan (if denominated in dollars or Canadian Dollars) or a Base Fixed Rate Loan with a one-month Interest Period or Contract Period, as the case may be (if denominated in any other Alternative Currency), of such Lender, Revolving Credit Lender and such payment shall be deemed to have reduced the LC applicable L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank the amounts so received by it from the such Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts amount received by it from the Lead a Borrower pursuant to Section 2.13(e2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its applicable Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Revolving Credit Lender and the Lead applicable Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead such Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), ) and (ii) in the case of such Revolving Credit Lender, for the first such day, a rate determined by the Federal Funds RateIssuing Bank to represent its cost of overnight or short-term funds for the applicable currency, and for each day thereafter, the higher of such rate and the Alternate Base Rate or the Foreign Base Rate, as the case may be.
Appears in 1 contract
Loans. Each Lender, severally and not jointly, agrees upon the terms and subject to the conditions hereof, to make loans to the Parent (aeach such loan, a "Domestic Loan") Each and to NBV (each such loan, a "Foreign Loan") from time to time on or after the Closing Date and prior to the Commitment Termination Date, in an aggregate amount at any one time outstanding for such Lender which shall not exceed the amount of such Lender's Commitment. No Loan (other than Swingline Loans) shall be made as part which would result in the aggregate amount of a Borrowing consisting all outstanding Loans plus L/C Exposure exceeding the aggregate of Loans made by the Commitments of all Lenders ratably then in accordance with their applicable Commitments; provided that the failure of any Lender to make any effect. No Domestic Loan shall not be made which would result in itself relieve any other Lender the aggregate of its obligation to lend hereunder (it being understood, however, that no Lender all outstanding Domestic Loans plus L/C Exposure exceeding the then current amount of the Domestic Borrowing Base. No Foreign Loan shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) which would result in the case aggregate of Base Rate Loans, not less than $500,000 and (B) in all outstanding Foreign Loans exceeding the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal then current Foreign Borrowing Base. Subject to the remaining available balance of terms hereof, a Borrower may borrow, repay and reborrow amounts constituting the applicable Revolving Commitments.
(b) . Subject to Section 3.012.2 hereof, each Borrowing the Loans shall be comprised entirely of Base Rate made at such times as a Borrower shall request, but the Lenders shall not be required to make Loans or LIBO Rate Loans as hereunder more often than once each calendar week. The Foreign Borrower hereby designates the Lead Parent to provide any and all notices, requests and certificates to be delivered by the Foreign Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Credit Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers The Agent shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes apply a sufficient amount of the foregoing, Borrowings having different Interest Periods, regardless proceeds of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to initial Domestic Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing payment in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case full of the Lead Borrower, term loans under the interest rate applicable at Original Credit Agreement and all other outstanding loans under the time to the Original Credit Agreement shall become Domestic Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreementhereunder.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Loans. (a) Each (i) U.S. Tranche A Revolving Loan (other than U.S. Swingline Loans) shall be made as part of a Borrowing consisting of U.S. Tranche A Revolving Loans made by the U.S. Tranche A Revolving Lenders ratably in accordance with their applicable Pro Rata Percentage under the U.S. Tranche A Subfacility of the U.S. Tranche A Revolving Commitments, (ii) U.S. Tranche B Revolving Loan was made prior to the Restatement Effective Date as part of a Borrowing consisting of U.S. Tranche B Revolving Loans made by the U.S. Tranche B Revolving Lenders in accordance with their Pro Rata Percentage under the U.S. Tranche B Subfacility of the U.S. Tranche B Revolving Commitments, (iii) Canadian Revolving Loan (other than Canadian Swingline Loans) shall be made as part of a Borrowing consisting of Canadian Revolving Loans made by the Canadian Revolving Lenders in accordance with their Pro Rata Percentage under the Canadian Subfacility of the Canadian Revolving Commitments, and (iv) Dutch Revolving Loan (other than Dutch Swingline Loans) shall be made as part of a Borrowing consisting of Dutch Revolving Loans made by the Dutch Revolving Lenders in accordance with their Pro Rata Percentage under the Dutch Subfacility of the Dutch Revolving Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans, Canadian Prime Loans and Base Rate Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 the Borrowing Multiple and not less than $1,000,000, the Borrowing Minimum or (ii) equal to the remaining available balance of the applicable Revolving Commitments. Any Loan to a Dutch Borrower shall at all times be provided by a Lender that is a Non-Public Lender. The U.S. Tranche B Revolving Loans were fully funded prior to the Restatement Effective Date. The U.S. Tranche B Revolving Loans shall be repaid in accordance with Section 2.04(a)(II) and may be prepaid in accordance with Section 2.09(a). The U.S. Tranche B Revolving Loans funded prior to the Restatement Effective Date may not be reborrowed.
(b) Subject to Section 3.01, (i) each Borrowing of U.S. Tranche A Revolving Loans or U.S. Tranche B Revolving Loans shall be made to U.S. Borrowers only and shall be made as either U.S. Base Rate Loans or Eurocurrency Rate Loans, (ii) each Borrowing of Canadian Revolving Loans shall be made to Canadian Borrowers only and shall be made as either B/A Equivalent Loans, Canadian Prime Rate Loans, Canadian Base Rate Loans or Eurocurrency Rate Loans denominated in U.S. Dollar or Canadian Dollars, (iii) each Borrowing of Dutch Revolving Loans shall be made to Dutch Borrowers only and shall be made as either European Base Rate Loans or Eurocurrency Rate Loans, (iv) each Borrowing of Loans denominated in Dollars shall be comprised entirely of Base Rate Loans or LIBO Eurocurrency Rate Loans, (v) each Borrowing of Loans denominated in Canadian Dollars shall be comprised entirely of Canadian Prime Loans, B/A Equivalent Loans or Eurocurrency Rate Loans, (vi) each Borrowing of Ex-FILO Revolving Loans denominated in Euro, Pounds Sterling and Swiss Francs shall be comprised entirely of European Base Rate Loans or Eurocurrency Rate Loans and (vii) each Borrowing of Ex-FILO Revolving Loans denominated in other Alternative Currencies shall be comprised entirely of B/A Equivalent Loans, European Base Rate Loans or Eurocurrency Rate Loans, in each case as the Lead Relevant Borrower may request pursuant to Section 2.03. Each applicable Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make fund on such LoanLender's behalf; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan to each applicable Lender in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further provided, further, that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) twenty Borrowings of LIBO Eurocurrency Rate Loans or ten Borrowings of B/A Equivalent Loans outstanding hereunder at any one timetime (which number of Borrowings of Eurocurrency Rate Loans and/or B/A Equivalent Loans may be increased or adjusted by agreement between the Company and the Administrative Agent in connection with any Extended Revolving Loans/Extended Revolving Commitments). For purposes of the foregoing, Borrowings having different Interest Periods or Contract Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 2:00 p.m., New York City timeLocal Time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Relevant Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Relevant Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Relevant Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead a Borrower, as applicable, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate (for Dollars), the Bank of Canada Overnight Rate (for Canadian Dollars) or a rate determined by the Administrative Agent to represent its cost of overnight in accordance with banking industry rules on interbank compensation (for other Alternative Currencies), and for each day thereafter, the U.S. Base Rate (for Borrowings under a U.S. Subfacility denominated in Dollars), the Canadian Base Rate (for Borrowings under the Canadian Subfacility denominated in Dollars), the Canadian Prime Rate (for Canadian Dollars) or short-term funds the European Base Rate (which determination shall be conclusive absent manifest errorfor other Alternative Currencies). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period or Contract Period requested with respect thereto would end after the Maturity Date or, with respect to U.S. Tranche B Revolving Borrowing, the U.S. Tranche B Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: Restatement Agreement (SunOpta Inc.)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, that the failure of any Lender to make any its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Swingline Loans, Protective Advances and Loans deemed made pursuant to Section 2.02(f)2.18, Loans (other than Swingline Loans) comprising any each Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 (and (Bin integral amounts consistent with) in the case of LIBO Rate LoansMinimum Currency Threshold or, an integral multiple of $250,000 and not less than $1,000,000if less, or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.012.11 and Section 2.12, (i) each Borrowing of Dollar Denominated Loans shall be comprised entirely of Base Rate Loans or LIBO Rate Eurocurrency Loans as the Lead Administrative Borrower may request pursuant to Section 2.032.03 (provided that Base Rate Loans shall be available only with respect to Dollar Denominated Loans borrowed by U.S. Borrowers or Parentthe Canadian Borrower), (ii) each Borrowing of GBP Denominated Loans or Swiss Franc Denominated Loans shall be comprised entirely of Eurocurrency Loans, and (iii) each Borrowing of Euro Denominated Loans shall be comprised entirely of EURIBOR Loans; provided that all Loans comprising the same Borrowing shall at all times be of the same Type. Each Lender may at its option make any LIBO Rate Eurocurrency Loan or EURIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such LoanLoan (and the first proviso to Section 2.16(a) shall apply to such Loan mutatis mutandis unless such Loan is funded by such branch or Affiliate in accordance with Section 2.16(b)); provided that any exercise of such option shall not affect the obligation of the Borrowers applicable Borrower to repay such Loan in accordance with the terms of this Agreement Agreement; and provided, further, that with respect to any Loan (and so long as no Event of Default shall have occurred and is continuing), if such Lender is a Swiss Qualifying Bank, such branch or cause the Borrowers to pay additional amounts pursuant to Section 3.01Affiliate must also qualify as a Swiss Qualifying Bank. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) eight Eurocurrency Borrowings of LIBO Rate Loans in Dollars, five Eurocurrency Borrowings in GBP, or eight EURIBOR Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans deemed made pursuant to Section 2.02(f)2.18(b) and Swingline Loans, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder (or, to the extent permitted by Section 2.02(b), shall cause any domestic or foreign branch or Affiliate of such Lender to make such Loan) on the proposed date thereof by wire transfer of immediately available funds to such account in New York City San Francisco, or to such account in a European jurisdiction, as the Administrative Agent may designate designate, not later than 3:00 2:00 p.m., New York City timetime (1:00 p.m., London time in the case of Revolving Loans made in GBP or Euros), and the Administrative Agent shall promptly credit the amounts so received to an account of the applicable Borrower as directed by the Lead Administrative Borrower in the applicable Notice of Borrowing Request maintained with (or otherwise acceptable to) the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Lead such Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Interbank Rate and a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the applicable Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.
(e) Notwithstanding any other provision of this Agreementanything to the contrary contained herein, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f2.22(e), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) except with respect to any Incremental Term Loan, to the extent otherwise provided in the case of Base Rate Loans, not less than $500,000 and (Brelated Incremental Assumption Agreement) in the case of LIBO Rate Loans, an integral multiple of $250,000 500,000 (determined separately under the Tranche A Revolving Credit Commitments and not less than $1,000,000, the Tranche B Revolving Credit Commitments) or (ii) equal to the remaining available balance of the applicable Commitment. For purposes of this paragraph (a), a Revolving Credit Borrowing (other than an ABR Revolving Credit Borrowing the proceeds of which are used to refinance an L/C Disbursement pursuant to Section 2.22(e) or a Swingline Loan, which shall be made only by the Tranche A Revolving Credit Lenders in accordance with their Tranche A Pro Rata Percentages) shall consist of Tranche A Revolving Loans and Tranche B Revolving Loans made by the Tranche A Revolving Credit Lenders and Tranche B Revolving Credit Lenders, respectively, in accordance with their respective Revolving Credit Commitments; provided that to the extent such pro rata allocation would result in the aggregate Revolving Credit Exposure of one Class of Revolving Credit Commitments exceeding the total Revolving Credit Commitments of that Class, then the amount of such excess shall be made by the Revolving Credit Lenders of the other Class pro rata in accordance with their respective Revolving Credit Commitments to the extent such Loans may be made without the aggregate Revolving Credit Exposure of such other Class exceeding the total Revolving Credit Commitments of such Class.
(b) Subject to Section 3.01Sections 2.08 and 2.14, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) eight Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f2.22(e), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., 1:00 p.m. (New York City time), and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Revolving Credit Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Revolving Credit Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Revolving Credit Borrowing in accordance with paragraph (c) above, of this Section and the Administrative Agent may, in its sole discretion and in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Revolving Credit Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Revolving Credit Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Loans. (a) Subject to the terms and conditions of this Agreement, each Tranche A Lender severally agrees to make a single Tranche A Loan in US Dollars to the Borrower on the Closing Date in an aggregate principal amount not to exceed such Tranche A Lender’s Tranche A Commitment. Tranche A Loans that are prepaid or repaid, in whole or in part, may not be reborrowed.
(b) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the . The failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it on the Closing Date shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). Except for ’s failure to make Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitmentsas required.
(bc) Subject to Section 3.012.17, each Borrowing shall the Loans may be comprised entirely of (i) Eurodollar Loans, (ii) Alternate Base Rate Loans or LIBO Rate (iii) a combination thereof, as determined by the Borrower. Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each shall be made and maintained by each Lender may at either its Eurodollar Lending Office or its Domestic Lending Office, at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loanoption; provided that any the exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request create or increase any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes obligation of the foregoingBorrower not otherwise arising, Borrowings having different Interest Periodsor arising in such increased amount, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to under Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders2.14.
(d) Unless the Administrative Agent shall have received notice from a Lender prior Subject to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, terms and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision conditions of this Agreement, each Tranche B Lender severally agrees to make a single Tranche B Loan in US Dollars to the Lead Borrower shall during the Tranche B Commitment Period in an aggregate principal amount not to exceed such Tranche B Lender’s Tranche B Commitment. Tranche B Loans that are prepaid or repaid, in whole or in part, may not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Datereborrowed.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f2.18(e), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate ABR Loans or Eurodollar Loans, an integral multiple of $250,000 1.0 million and not less than $1,000,000, 5.0 million or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Administrative Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) five Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f2.18(e), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 1:30 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Administrative Borrower in the applicable Notice of Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower Borrowers severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead BorrowerBorrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Final Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: Credit Agreement (Massey Energy Co)
Loans. (a) This part (a) shall not apply to the New Incremental Loans. Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f2.18(e)(ii), Loans (other than Swingline Loansx) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, 500,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) This part (b) shall not apply to the New Incremental Loans. Subject to Section 3.01Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Lender to make such Loan and the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten eight (10) 8) Eurodollar Borrowings of LIBO Rate Loans in the aggregate outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) This part (c) shall not apply to the New Incremental Loans. Except with respect to Loans made pursuant to Section 2.02(f2.18(e)(ii), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate from time to time not later than 3:00 2:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective LendersLenders within two (2) Business Days.
(d) This part (d) shall not apply to the New Incremental Loans. Unless the Administrative Agent shall have received written notice from a Lender prior to before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) aboveSection 2.02(c), and the Administrative Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Lead Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of such Lender, the Lead greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation, and (ii) in the case of Borrower, the greater of the interest rate applicable at the time to ABR Loans and the Loans comprising interest rate applicable to such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Borrowing. If such Lender shall subsequently repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and any amounts previously so paid by Borrower shall be returned to Borrower.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or in the case of the Initial Term Loans, the Initial Term Loan Maturity Date or in the case of any New Incremental Loans, the New Incremental Loan Maturity Date and in the case of any Extended Term Loans, the applicable Extended Term Loan Maturity Date, or in the case of any Other Loan, the applicable maturity date of such Other Loan as specified in the applicable Refinancing Amendment, as applicable.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (As it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.relates to
Appears in 1 contract
Sources: Credit Agreement (Internap Corp)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for The Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that which is (i) at least $1,000,000 (A) or, in the case of Base Rate Swingline Loans, not less than $500,000 and (B250,000) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Commitments; provided that Revolving CommitmentsLoans used to pay Refunded Swingline Loans or to reimburse L/C Disbursements may be in the amount of such Refunded Swingline Loans or L/C Disbursements.
(b) Subject to Section 3.01Sections 2.08 and 2.14, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate (except in the case of Swingline Loans) Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 2.13 or cause the Borrowers to pay additional amounts pursuant to Section 3.012.19 in respect of increased costs arising as a result of such exercise. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) 20 Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, (i) Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings and (ii) Borrowings of different Types, regardless of whether they commence on the same date and/or have the same interest periods, shall be considered separate Borrowings.
(c) Except with respect Subject to Loans made pursuant to Section 2.02(f)paragraph (f) below, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate in federal funds not later than 3:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (ia) in the case of any Loan made to reimburse any L/C Disbursement or to refund any Swingline Loan, apply the Lead Borrower, a rate per annum equal amounts so received to the interest rate applicable to Revolving Loans pursuant to effect such reimbursement or refund as contemplated by Section 2.06(a), 2.20 or Section 2.01(c) and (iib) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.Loan the
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f2.18(e)(ii), ABR Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, 1,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $250,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments.
(b) Subject to Section 3.01Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) five Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f2.18(e)(ii), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 (x) with respect to ABR Loans, 2:00 p.m., New York City time, and (y) with respect to Eurodollar Loans, 11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Lead Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement, and Borrower's obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or Term Loan Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rateapplicable.
Appears in 1 contract
Sources: Credit Agreement (PGT, Inc.)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by Subject to the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a "Revolving Loan") to the Borrower from time to time on any Business Day during the period from the Closing Date to the Revolving Loan shall Maturity Date, in an aggregate amount not in itself relieve to exceed at any other Lender time outstanding, the amount of its obligation to lend hereunder (it being understoodsuch Lender's Commitment; provided, however, that no Lender shall be responsible for the failure of after giving effect to any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f)Borrowing, Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) the Outstanding Amount shall not exceed the Aggregate Commitments, and (Aii) in the case Outstanding Amount applicable to any Lender shall not exceed such Lender's Commitment. Within the limits of each Lender's Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitmentsas further provided herein.
(b) Subject to the terms and conditions set forth herein and at the request of the Borrower delivered as set forth in Section 3.012.04, each Borrowing Lender severally agrees to make a single loan (each such loan, a "Term Loan") as designated in the Borrower's request such that such Lender's Revolving Loans shall be comprised entirely converted, in whole or in part, into a Term Loan in the amount of such Lender's Pro Rata Share of the aggregate amount requested by the Borrower to be converted to Term Loans pursuant hereto; provided, however, that the principal amount of the Term Loan which any Lender shall be committed to make to the Borrower shall not exceed the lesser of (i) such Lender's Commitment, as in effect on the Term Loan Conversion Date and (ii) the Outstanding Amount applicable to such Lender on the Term Loan Conversion Date. Term Loans may be Base Rate Loans or LIBO Eurodollar Rate Loans, as further provided herein. Amounts borrowed as Term Loans which are repaid or prepaid by the Borrower may not be reborrowed. After making its Term Loan pursuant to this subsection (b), no Lender shall have any further commitment to lend pursuant to this Agreement, but each Lender's obligation to continue Loans as the Lead Borrower may request pursuant one Type and convert Loans from one Type to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan another Type in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers and conditions hereof shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing thereafter continue in accordance with paragraph (c) above, the terms and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes provisions of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Loans. (a) i. Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable CommitmentsCommitment; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for The Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be (i) in the case of LIBOR Loans, in an aggregate principal amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (i) (Aii) in the case of Base Rate ABR Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an aggregate principal amount that is an integral multiple of $250,000 500,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitments5,000,000.
(b) Subject to Section 3.01, each ii. Each Borrowing shall be comprised entirely of Base Rate LIBOR Loans or LIBO Rate Loans ABR Loans, as the Lead Borrower may request pursuant to Section 2.032.6 or 2.7, as applicable. Each Lender may at its option make any LIBO Rate LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; , provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause and the Borrowers to pay additional amounts pursuant to Section 3.01applicable Note. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in an aggregate of more than ten (10) nine separate Borrowings of LIBO Rate Loans being outstanding hereunder at any one time. For purposes of the foregoingcalculation required by the immediately preceding sentence, Borrowings LIBOR Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsBorrowing, and all Borrowings of a single Interest Rate Type made on a single date shall be considered a single Borrowing if such Borrowings have a common Interest Period.
(c) Except with respect to Loans made pursuant iii. Subject to Section 2.02(f)2.7, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer making funds available at the offices of immediately available funds the Administrative Agent’s Agent Bank Services Department, JPMorgan Chase Bank, N.A., ▇▇▇ ▇▇▇▇▇▇, 10th floor, Houston, Texas 77002, Attention of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (Telephone No. ▇▇▇-▇▇▇-▇▇▇▇; Facsimile No. 713-750-2932), for credit to such account in Cendant Corporation Clearing Account, Account No. 144812905 (Reference: Cendant Corporation Credit Agreement dated as of January [31], 2005) no later than 1:00 P.M. New York City as the Administrative Agent may designate not later than 3:00 p.m., time (2:00 P.M. New York City time, and in the case of an ABR Borrowing) in Federal or other immediately available funds. Upon receipt of the funds to be made available by the Lenders to fund any Borrowing hereunder, the Administrative Agent shall promptly credit the amounts so received to disburse such funds by depositing them into an account as directed by of the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing Agent. Loans shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return be made by all the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Lenders pro rata in accordance with paragraph (c) above, Section 2.1 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this AgreementSection 2.2.
(e) iv. Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: Term Loan Agreement (Cendant Corp)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate ABR Loans, integral multiples of $1.0 million and not less than $500,000 and 5.0 million or (B) in the case of LIBO Rate Eurodollar Loans, an integral multiple of $250,000 1.0 million and not less than $1,000,000, 5.0 million or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Administrative Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) five Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 1:30 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Administrative Borrower in the applicable Notice of Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower Borrowers severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead BorrowerBorrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Final Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower Borrowers the payment required to be made by Section 2.13(e2.18(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent and the Collateral Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any dayBusiness Day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s 's Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower Borrowers pursuant to Section 2.13(e2.18(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower Borrowers severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead BorrowerBorrowers, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 1 contract
Sources: Credit Agreement (Massey Energy Co)
Loans. (a) Each Revolving Loan (other than Swingline Loans) shall be made as part of a Revolving Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make any Revolving Loan shall not in and of itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Revolving Loan required to be made by such other Lender). Except for Loans deemed Each Competitive Loan shall be made pursuant to in accordance with the procedures set forth in Section 2.02(f), 2.19. The Loans (other than Swingline Swing Line Loans) comprising any Revolving Borrowing (other than a Swing Line Borrowing) shall be in an aggregate principal amount that which is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,000, 25,000,000 (or (ii) an aggregate principal amount equal to the remaining available balance of the applicable Revolving available Commitments).
(b) Subject to Section 3.01, each Each Revolving Borrowing shall be comprised entirely of Eurodollar Loans or Base Rate Loans or LIBO Rate Loans Loans, as the Lead applicable Borrower may request pursuant to paragraph (e) hereof and each Competitive Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as the applicable Borrower may request in accordance with Section 2.032.19. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect the obligation of the Borrowers applicable Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers and (ii) entitle such Lender to pay additional any amounts pursuant to Section 3.01Sections 2.11 or 2.12 to which amounts such Lender would not be entitled if such Lender had made such Loan itself through its domestic branch. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers neither Borrower shall not be entitled to request any Revolving Borrowing thatwhich, if made, would result in an aggregate of more than ten twenty (1020) Borrowings of LIBO Rate separate Revolving Loans from any Lender being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Revolving Loans (other than Revolving Loans which are Base Rate Loans) having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsRevolving Loans.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Loan (other than Swingline Loansa Swing Line Loan) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate in New York, New York, not later than 3:00 12:00 noon (or in the case of Base Rate Loans, 2:00 p.m.), New York City time, and the Administrative Agent shall promptly by 3:00 p.m., New York City time, credit the amounts so received to an the general deposit account as directed by the Lead Borrower in of the applicable Notice of Borrowing Borrower maintained with the Administrative Agent or, if a Borrowing (other than a Swing Line Borrowing) shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless . Competitive Loans shall be made by the Administrative Agent Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.19 in the amount so accepted, and Revolving Loans shall have received notice from a Lender prior to be made by the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Lenders pro rata in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this AgreementSection 2.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) to be made on or after the Restatement Closing Date shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable respective Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 100,000 and not less than $1,000,0002,500,000 (except with respect to any Incremental Term Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurocurrency Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Eurocurrency Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same dateday, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall shall, promptly upon receipt thereof, credit the amounts so received to an account as directed designated by the Lead Borrower Borrower, in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto to any Eurocurrency Borrowing that would end after the Tranche C Term Loan Maturity Date or the Revolving Credit Maturity Date, as the case may be.
(f) If the any Issuing Bank shall not have received from the Lead Borrower the payment required to be made by it pursuant to Section 2.13(e2.23(e) within the time specified in such Section, the such Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s 's Pro Rata Percentage of such LC L/C Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such Lender, Lender and such payment shall be deemed to have reduced the LC L/C Exposure), and the Administrative Agent will promptly pay to the applicable Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the applicable Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, a rate determined by the Federal Funds RateAdministrative Agent to represent its cost of overnight funds in the applicable currency, and for each day thereafter, the Alternate Base Rate.
Appears in 1 contract
Sources: Amendment Agreement (Terex Corp)
Loans. (a) Each Revolving Loan (other than Swingline Loans) shall be made as part of a Revolving Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make any Revolving Loan shall not in and of itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Revolving Loan required to be made by such other Lender). Except for Loans deemed Each Competitive Loan shall be made pursuant to in accordance with the procedures set forth in Section 2.02(f), 2.05. The Loans (other than Swingline Swing Line Loans) comprising any Borrowing (other than a Swing Line Borrowing) shall be in an aggregate principal amount that which is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,000, 25,000,000 (or (ii) an aggregate principal amount equal to the remaining available balance of the applicable Revolving available Commitments).
(b) Subject to Section 3.01, each Each Revolving Borrowing shall be comprised entirely of Eurodollar Loans or Base Rate Loans or LIBO Rate Loans Loans, as the Lead Borrower may request pursuant to paragraph (f) hereof and each Competitive Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as the Borrower may request in accordance with Section 2.032.05. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers and (ii) entitle such Lender to pay additional any amounts pursuant to Section 3.01Sections 2.14 or 2.15 to which amounts such Lender would not be entitled if such Lender had made such Loan itself through its domestic branch. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Revolving Borrowing thatwhich, if made, would result in an aggregate of more than ten twenty (1020) Borrowings of LIBO Rate separate Revolving Loans from any Lender being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Revolving Loans (other than Base Rate Loans) having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsRevolving Loans.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Loan (other than Swingline Loansa Swing Line Loan) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate in New York, New York, not later than 3:00 12:00 noon (or in the case of Base Rate Loans, 2:00 p.m.), New York City time, and the Administrative Agent shall promptly by 3:00 p.m., New York City time, credit the amounts so received to an the general deposit account as directed by of the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing (other than a Swing Line Borrowing) shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) . Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.05 in the amount so accepted, and Revolving Loans shall be made by the Lenders pro rata in accordance with Section 2.17. Unless the Administrative Agent shall have received notice from a Lender prior to the date and time of any Revolving Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Revolving Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Revolving Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Revolving Loan as part of such Revolving Borrowing for purposes of this Agreement.
(ed) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Borrowing if the with an Interest Period requested with respect thereto would end ending after the Maturity Termination Date.
(fe) If the Issuing Fronting Bank shall not have received from the Lead Borrower the payment required to be made by the Borrower pursuant to Section 2.13(e2.04(e) within the time specified in such Section, the Issuing Fronting Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC L/C Disbursement and its Pro Rata Applicable Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent Not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not no later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an each Lender will make available the amount equal to such Lender’s Pro Rata of its Applicable Percentage of such LC L/C Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, Lender and such payment shall be deemed to have reduced the LC L/C Exposure)) in immediately available funds, to the Administrative Agent in New York, New York, and the Administrative Agent will promptly pay to the Issuing Fronting Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Fronting Bank any amounts received by it from the Lead such Borrower pursuant to Section 2.13(e2.04(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (fe); , and any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Fronting Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Applicable Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Fronting Bank at at, the Federal Funds Rate.
(if) In order to request a Revolving Borrowing, the Borrower shall hand deliver or telecopy to the Administrative Agent a Revolving Borrowing Request in the form of Exhibit A (a) in the case of the Lead Borrowera Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), proposed borrowing and (iib) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time, on the day of a proposed borrowing. Such notice shall be irrevocable and shall in each case specify (i) whether the Revolving Borrowing then being requested is to be a Eurodollar Borrowing or a Base Rate Borrowing; (ii) the date of such Lender, for Revolving Borrowing (which shall be a Business Day) and the first amount thereof; and (iii) if such dayRevolving Borrowing is to be a Eurodollar Borrowing, the Federal Funds RateInterest Period with respect thereto. If no election as to the Type of Revolving Borrowing is specified in any such notice, then the requested Revolving Borrowing shall be a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.02(f) and for of each day thereafter, Lender’s portion of the Base Raterequested Borrowing.
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Facility Agreement (Weyerhaeuser Co)
Loans. Make advances, loans or extensions of credit to any Person, including any Parent, Subsidiary or Affiliate except (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans intercompany loans and advances made by any Borrower to any other Borrower, (b) intercompany loans and advances made by any Borrower to any Guarantor or to any foreign Subsidiary whose issued and outstanding Equity Interests (not to exceed 65% of the Lenders ratably Equity Interests) owned by any Borrower, Guarantor or Subsidiary of any Borrower or Guarantor are Subsidiary Stock and have been pledged to Agent (a “Qualified Foreign Subsidiary”) in accordance with their applicable Commitmentsan aggregate amount not to exceed $275,000,000, at any time and (c) intercompany loans and advances made by any Borrower to a Subsidiary of any Borrower which Subsidiary is not a Qualified Foreign Subsidiary in an aggregate amount not to exceed $10,000 at any time; provided that in each case (i) if requested by Agent, each Borrower, Guarantor or Qualified Foreign Subsidiary, as the failure of case may be, shall execute and deliver to each other Borrower a demand note (collectively, the “Intercompany Notes”) to evidence any Lender to make such intercompany Indebtedness owing at any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made time by such Borrower, such Guarantor or such Qualified Foreign Subsidiary to such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing Borrowers which Intercompany Notes shall be in an aggregate principal amount that is (i) (A) in form and substance satisfactory to Agent and shall be pledged and delivered to Agent as additional collateral security for the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or Obligations; (ii) equal each Borrower shall record all intercompany transactions on its books and records in a manner satisfactory to Agent; (iii) the obligations of each Borrower, each Guarantor and each Qualified Foreign Subsidiary under any such Intercompany Notes shall be subordinated to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate Obligations of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative AgentBorrower, such Lender Guarantor and the Lead Borrower severally agree such Qualified Foreign Subsidiary hereunder or under any other Document in a manner satisfactory to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at Agent; (iiv) in the case of the Lead Borrower, the interest rate applicable at the time any such intercompany loan or advance is made by any Borrower to the Loans comprising any other Borrower or any Guarantor or any Qualified Foreign Subsidiary and after giving effect thereto, each such Borrowing Borrower, Guarantor or Qualified Foreign Subsidiary shall be solvent; and (iiv) in the case no Event of Default would occur and be continuing after giving effect to any such Lender, a rate determined by the Administrative Agent to represent its cost proposed intercompany loan. The amount of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan all intercompany loans as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent Closing Date is set forth on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base RateSchedule 7.5.”
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Horizon Offshore Inc)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, 1,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, however, that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m.12:00 noon, New York City time, and the Administrative Agent shall promptly by 12:00 (noon), New York City time, credit the amounts so received to an account as directed with the Administrative Agent designated by the Lead Borrower in the applicable Notice Borrowing Request, which account must be in the name of Borrowing maintained with the Administrative Agent Borrower or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the any Issuing Bank shall not have received from the Lead Borrower the any payment required to be made by to such Issuing Bank pursuant to Section 2.13(e2.22(e) within the time specified in such Section, the such Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC the amount of the L/C Disbursement which shall not have been reimbursed and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s 's Pro Rata Percentage of such LC L/C Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such Lender, Lender and such payment shall be deemed to have reduced the LC L/C Exposure), and the Administrative Agent will promptly pay to the such Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the such Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.22(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a)2.06, and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided PROVIDED that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than SECTION 2.18(e)(ii) and Swingline Loans, (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case an integral multiple of Base Rate Loans, $100,000 and not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments.
(b) Subject to Section 3.01SECTIONS 2.11 and 2.12, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section SECTION 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided PROVIDED that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further PROVIDED that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) seven Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(fSECTION 2.18(e)(ii), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 2:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available avail- able to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Lead Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement, and Borrower's obligation to repay the Administrative Agent such corresponding amount pursuant to this SECTION 2.02(d) shall cease.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or Tranche B Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rateapplicable.
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by Subject to the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any terms and conditions set forth herein, each Lender severally agrees to make Loans to the Borrowers from time to time in US Dollars or in Cdn. Dollars, in each case on any Loan shall Business Day during the Availability Period, in an aggregate amount not in itself relieve to exceed at any other Lender time outstanding the amount of its obligation to lend hereunder (it being understoodsuch Lender’s Commitment; provided, however, that no Lender shall be responsible for the failure of after giving effect to any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f)Borrowing, Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate LoansTotal Outstandings shall not exceed the Aggregate Commitments, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance aggregate Outstanding Amount of the applicable Revolving Commitments.
(b) Subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to plus such Lender’s Pro Rata Percentage Share of the Outstanding Amount of all L/C Obligations, shall not exceed such LC Disbursement Lender’s Commitment and (it being understood iii) the aggregate Outstanding Amount of the Loans of all Lenders shall not exceed $25,000,000, other than any Loans made in connection with an L/C Borrowing; provided however, that such the Lenders will not be required to make any Loans to any Borrower (other than in connection with L/C Borrowings) at any time that the aggregate outstanding principal amount of Loans is greater than or equal to $25,000,000. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. Loans may be made, at the option of the Borrowers, in US$ as US Base Rate Loans to the Canadian Borrower, US Prime Rate Loans to the US Borrowers or Eurocurrency Rate Loans to any Borrower, or in Cdn$ as Cdn. Prime Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes) to the Canadian Borrower. In addition to the foregoing, certain Loans may be made to the Borrowers to the extent they are deemed to be made in accordance with Sections 2.02(c), 2.02(g), 2.03(c)(i)(B), 2.03(c)(ii), 3.02, 3.03 and 3.07. The Borrowers and the Lenders each hereby agree that all “Loans” (as defined in the Existing Credit Agreement), outstanding under the Existing Credit Agreement on the Closing Date, shall be deemed to constitute a Base Rate Loan of such Lender, be Loans made under this Agreement and such payment shall be deemed redistributed amongst the Lenders according to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its respective Pro Rata Percentage of such LC Disbursement available to Shares on the Administrative Agent Closing Date and all other “Credit Extensions” (as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) defined in the case of Existing Credit Agreement) together with any and all fees and expenses accrued and unpaid or otherwise outstanding under the Lead BorrowerExisting Credit Agreement on the Closing Date, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a)shall be continued as Credit Extensions, fees and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rateexpenses under this Agreement.
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part Lender agrees, on the terms of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender this Agreement, to make any Loan shall not revolving credit loans to the Company in itself relieve any other Lender of its obligation Dollars during the period from and including the Closing Date to lend hereunder but excluding the Revolving Credit Termination Date (it being understoodeach, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline 's "Revolving Credit Loans") comprising any Borrowing shall be in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of such Lender's Percentage Share of the Commitment as in effect from time to time, provided that is (i) (A) at no time shall the Facility Usage be in excess of the case Borrowing Base as then in effect. Subject to the terms of this Agreement, during such period the Company may borrow, repay and reborrow by means of Base Rate Loans, not less than $500,000 Loans and Eurodollar Loans and may Convert Revolving Credit Loans of one Type into Revolving Credit Loans of another Type (Bas provided in Section 2.07(a) in the case hereof) or Continue Revolving Credit Loans of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance one Type as Revolving Credit Loans of the applicable Revolving Commitmentssame Type; provided that no more than six separate Interest Periods in respect of Eurodollar Loans may be outstanding at any one time.
(b) Subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with agrees, on the terms of this Agreement or cause Agreement, to make a term loan to the Borrowers to pay additional amounts Company by converting the Revolving Credit Loans pursuant to Section 3.013.01(a) hereof, in Dollars on the Revolving Credit Termination Date (such Lender's "Term Loan") in an amount up to but not exceeding the aggregate unpaid principal amount of such Lender's Revolving Credit Loans outstanding at the opening of business on the Revolving Credit Termination Date, provided that the Facility Usage shall not exceed the Borrowing Base as then in effect. Borrowings Thereafter, the Company may Convert Term Loans of one Type into Term Loans of another Type (as provided in Section 2.07(a) hereof) or Continue Term Loans of one Type as Term Loans of the same Type; provided that no more than one Type six separate Interest periods in respect of Eurodollar Loans may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for The Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that which is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 (or, in the case of Swingline Loans, $500,000) and not less than $1,000,0005,000,000 (or, in the case of Swingline Loans, $500,000) or (ii) equal to the remaining available balance of the applicable Commitments, provided that Revolving CommitmentsLoans used to pay Refunded Swingline Loans may be in the amount of such Refunded Swingline Loans.
(b) Subject to Section 3.01Sections 2.08 and 2.14, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate (except in the case of Swingline Loans) Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; , provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 2.13 or cause the Borrowers to pay additional amounts pursuant to Section 3.012.19 in respect of increased costs arising as a result of such exercise. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) 20 Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect Subject to Loans made pursuant to Section 2.02(f)paragraph (f) below, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate in federal funds not later than 3:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall promptly by 12:00 (noon), New York City time, (a) in the case of any Loan made to reimburse any L/C Disbursement or to refund any Swingline Loan, apply the amounts so received to effect such reimbursement or refund as contemplated by Section 2.20 or Section 2.01(d) and (b) in the case of each Loan the proceeds of which are to be received by the Borrower, credit the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent orRequest; provided, however, that if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, the Administrative Agent shall return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent Agent, at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date, Tranche A Maturity Date or Tranche B Maturity Date, as applicable.
(f) If The Borrower may refinance all or any part of a Revolving Credit Borrowing with another Revolving Credit Borrowing. Any Revolving Credit Borrowing or part thereof so refinanced shall be deemed to be repaid or prepaid in accordance with the Issuing Bank applicable provisions of this Agreement with the proceeds of the new Revolving Credit Borrowing and the proceeds of such new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not have received from be paid by the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds Lenders to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted or by the Administrative Agent to the Revolving Lenders that shall have made such payments and Borrower pursuant to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (fc) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rateabove.
Appears in 1 contract
Sources: Credit Agreement (American Axle & Manufacturing Holdings Inc)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for The Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,000, 5,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate SOFR Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) five SOFR Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date Borrowing Date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m.12:00 p.m. (noon), New York City time, and and, upon receipt of all requested funds, the Administrative Agent shall promptly credit wire the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if upon written notification from the Required Lenders that a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: Credit Agreement (Yext, Inc.)
Loans. (a) Each Revolving Credit Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided PROVIDED, HOWEVER, that the failure of any Lender to make any Revolving Credit Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.4. The Revolving Credit Loans deemed made pursuant to Section 2.02(f), or Competitive Loans (other than Swingline Loans) comprising any Borrowing shall be (i) in the case of Competitive Loans and LIBOR Loans, in an aggregate principal amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (i) (Aii) in the case of Base Rate ABR Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an aggregate principal amount that is an integral multiple of $250,000 500,000 and not less than $1,000,0005,000,000 (or if less, or (ii) an aggregate principal amount equal to the remaining available balance of the applicable Revolving Commitmentsavailable Total Commitment).
(b) Subject to Section 3.01, each Each Competitive Borrowing shall be comprised entirely of Base Rate LIBOR Competitive Loans or LIBO Fixed Rate Loans, and each Revolving Credit Borrowing shall be comprised entirely of LIBOR Revolving Credit Loans or ABR Loans, as the Lead Borrower may request pursuant to Section 2.032.4 or 2.5, as applicable. Each Lender may at its option make any LIBO Rate LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided , PROVIDED that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause and the Borrowers to pay additional amounts pursuant to Section 3.01applicable Note. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided further PROVIDED, HOWEVER, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in an aggregate of more than ten (10) Borrowings 9 separate Revolving Credit Loans of LIBO Rate Loans any Lender being outstanding hereunder at any one time. For purposes of the foregoingcalculation required by the immediately preceding sentence, Borrowings LIBOR Revolving Credit Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans and all Loans of a single Interest Rate Type made on a single date shall be considered a single Loan if such Loans have a common Interest Period.
(c) Except with respect to Loans made pursuant Subject to Section 2.02(f)2.6, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer making funds available at the offices of immediately available funds the Administrative. Agent's Agent Bank Services Department, 1 Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ Hambousi, for credit to such account in Cendant Corporation Clearing Account, Account No. 144812905 (Reference: Cendant Corporation Credit Agreement dated as of August 29, 2000) no later than 1:00 P.M. New York City as the Administrative Agent may designate not later than 3:00 p.m., time (2:00 P.M. New York City time, and in the case of an ABR Borrowing) in Federal or other immediately available funds. Upon receipt of the funds to be made available by the Lenders to fund any Borrowing hereunder, the Administrative Agent shall promptly credit the amounts so received to disburse such funds by depositing them into an account as directed by of the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing Agent. Competitive Loans shall not occur on such date because any condition precedent herein specified shall not have been met be made by the Lender or waived, return Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.4 in the amounts so received to accepted and Revolving Credit Loans shall be made by all the respective LendersLenders pro rata in accordance with Section 2.1 and this Section 2.2.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: Credit Agreement (Cendant Corp)
Loans. (a) Each Term Loan (other than Swingline Loans) and Revolving Credit Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Term Loan or Revolving Credit Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.8. The Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be (i) in the case of Competitive Loans and LIBOR Loans, in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (i) (Aii) in the case of Base Rate ABR Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an aggregate principal amount that is an integral multiple of $250,000 500,000 and not less than $1,000,0005,000,000 (or, or in the case of clause (i) and clause (ii) above with respect to Revolving Credit Loans, if less, an aggregate principal amount equal to the remaining available balance of the applicable available Total Revolving CommitmentsCommitment). ABR Loans shall be denominated only in Dollars.
(b) Subject to Section 3.01, each Each Competitive Borrowing shall be comprised entirely of Base Rate LIBOR Competitive Loans or LIBO Fixed Rate Competitive Loans, and each Revolving Credit Borrowing and Term Loan Borrowing shall be comprised entirely of LIBOR Revolving Credit Loans or ABR Loans, as the Lead Borrower or any Subsidiary Borrower may request pursuant to Section 2.032.8 or 2.4, as applicable. Each Lender may at its option make any LIBO Rate LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; , provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower or such Subsidiary Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided further provided, however, that neither the Borrowers Borrower nor any Subsidiary Borrower shall not be entitled to request any Borrowing that, if made, would result in an aggregate of more than ten (10) Borrowings nine separate Revolving Credit Loans of LIBO Rate Loans any Lender being outstanding hereunder at any one time. For purposes of the foregoingcalculation required by the immediately preceding sentence, Borrowings LIBOR Revolving Credit Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans and all Loans of a single Interest Rate Type made on a single date shall be considered a single Loan if such Loans have a common Interest Period.
(c) Except with respect to Loans made pursuant Subject to Section 2.02(f)2.10, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately making funds available funds to such account in at the Funding Office no later than 1:00 P.M. New York City as the Administrative Agent may designate not later than 3:00 p.m., time (2:00 P.M. New York City time, and in the case of an ABR Borrowing) in Federal or other immediately available funds. Upon receipt of the funds to be made available by the Lenders to fund any Borrowing hereunder, the Administrative Agent shall promptly credit the amounts so received to disburse such funds by depositing them into an account as directed by of the Lead Borrower in or the applicable Notice of Borrowing relevant Subsidiary Borrower maintained with the Administrative Agent or, if a Borrowing Agent. Competitive Loans shall not occur on such date because any condition precedent herein specified shall not have been met be made by the Lender or waived, return Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.8 in the amounts so received to accepted and Term Loans and Revolving Credit Loans shall be made by the respective Term Lenders and Revolving Lenders, respectively pro rata in accordance with Section 2.1 and this Section 2.2.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, neither the Lead Borrower nor any Subsidiary Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: Credit Agreement (Realogy Corp)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Revolving Loans deemed made pursuant to Section 2.02(f2.18(e), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case an integral multiple of Base Rate Loans, $100,000 and not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections2.11 and 2.12, each Borrowing of Loans shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Administrative Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, that any exercise of such option shall not affect the obligation of the Lender to make such Loan or the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, that the Borrowers Administrative Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) 10 Eurodollar Borrowings of LIBO Rate Loans in the aggregate outstanding hereunder at any one timetime (or such greater number of Eurodollar Borrowings as may be acceptable to the Administrative Agent in its sole discretion). For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Revolving Loans made pursuant to Section 2.02(f2.18(e), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate from time to time not later than 3:00 p.m.10:00 a.m., New York City time, and the Administrative Agent shall promptly credit or remit the amounts so received to an account in the United States as directed by the Lead Administrative Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, promptly return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received written notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph clause (c) above, and the Administrative Agent maymay (but shall not be obligated to), in reliance upon such assumption, make available to the applicable Borrower Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Lead Borrower severally Borrowers (on a joint and several basis) agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of such Lender, the Lead Borrowergreater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation, and (ii) in the case of the Borrowers, the greater of the interest rate applicable at the time to ABR Loans of the Loans comprising applicable Class and the interest rate applicable to such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Borrowing. If such Lender shall subsequently repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and any amounts previously so repaid by the Borrowers shall be returned to the Borrowers.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the applicable Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Term Loan Commitments; provided that the failure of any Lender to make any its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Base Rate Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,000, 5,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Term Loan Commitments. LIBOR Rate Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $5,000,000 or (ii) equal to the remaining available balance of the applicable Term Loan Commitments.
(b) Subject to Section 3.01Article X, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO LIBOR Rate Loans as the Lead Borrower may request pursuant to Section 2.031.5(f). Each Lender may at its option make any LIBO LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled , subject to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one timeSection 1.6(c). For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m.10:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing delivered in accordance with Section 1.5(f) maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any LIBOR Borrowing), and at least 2 hours prior to the time (in the case of any Base Rate Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such BorrowingLoan, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on at the date time of such Borrowing Loan in accordance with paragraph (c) aboveSection 1.5(c), and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Lead Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrower’s obligation to repay Administrative Agent such corresponding amount pursuant to this Section 1.5(d) shall cease.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If Borrowing of the Issuing Bank Loans shall not have be made upon the Borrower’s irrevocable (subject to Section 10.5) written notice delivered to Administrative Agent substantially in the form of a Notice of Borrowing or in a writing in any other form acceptable to Administrative Agent, which notice must be received from by Administrative Agent prior to 1:00 p.m. (New York time) (i) on the Lead Borrower date which is one (1) Business Day prior to the payment required requested Borrowing date in the case of Base Rate Loans and (ii) on the day which is three (3) Business Days prior to the requested Borrowing date in the case of LIBOR Rate Loans. Such Notice of Borrowing shall specify:
(i) the aggregate amount of the Borrowing (which shall be in an aggregate minimum principal amount of $5,000,000);
(ii) the requested Borrowing date, which shall be a Business Day;
(iii) whether the Borrowing is to be made by Section 2.13(ecomprised of LIBOR Rate Loans or Base Rate Loans;
(iv) within if the time specified in such SectionBorrowing is to be LIBOR Rate Loans, the Issuing Bank will promptly notify Interest Period applicable to such Loans; and
(v) the Administrative Agent wire transfer instructions for the proceeds of the LC Disbursement and the such Borrowing.
(g) Upon receipt of a Notice of Borrowing, Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement Notice of Borrowing and its Pro Rata of the amount of such Lender’s Commitment Percentage thereof. Each Revolving Lender shall pay of the Borrowing.
(h) Unless Administrative Agent is otherwise directed in writing by the Borrower, the proceeds of each requested Borrowing will be made available to the Borrower by Administrative Agent by wire transfer of immediately available funds such amount to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) wire transfer instructions specified in the case Notice of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base RateBorrowing.
Appears in 1 contract
Sources: Credit Agreement (Axiall Corp/De/)
Loans. (a) Each Loan Subject to the terms and conditions set forth herein, each Lender agrees to make a single term loan denominated in Dollars to the Borrower (other than Swingline each such loan, a “Loan” and, collectively, the “Loans) ”), on the Effective Date in a principal amount equal to such Lender’s Commitment. The Borrower may make only one borrowing of Loans hereunder, which shall consist of Loans requested to be made as part of a Borrowing consisting of Loans made simultaneously by the Lenders ratably on the Effective Date in accordance with their applicable Commitments; respective Applicable Percentages, provided that the Initial Borrowing of Loans hereunder may consist of more than one Type. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed.
(b) The failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). Except for Loans deemed made pursuant ’s failure to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitmentsmake its Loan as required.
(bc) Subject to Section 3.012.11, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03in accordance herewith. Each Lender may at its option may make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause Agreement.
(d) At the Borrowers to pay additional amounts pursuant to Section 3.01commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000. At the time that each ABR Borrowing is made, such ABR Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers there shall not at any time be entitled to request any Borrowing that, if made, would result in more than a total of ten (10) Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one timeoutstanding. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.ACTIVE 214387177
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, continue any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: Term Loan Agreement (Weatherford International PLC)
Loans. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrowers in Dollars, from time to time during the Availability Period in an aggregate principal amount that shall not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) the sum of the total Revolving Credit Exposures of all Lenders exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Loans.
(b) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable respective Commitments; provided that the . The failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). Except for ’s failure to make Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitmentsas required.
(bc) Subject to Section 3.012.10, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead a Borrower may request pursuant to Section 2.03in accordance herewith. Each Lender may at its option may make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the joint and several obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement Agreement.
(d) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Borrowing is made, such ABR Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or cause that is required to finance the Borrowers to pay additional amounts pursuant to reimbursement of an LC Disbursement as contemplated by Section 3.013.01(e). Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers there shall not at any time be entitled to request any Borrowing that, if made, would result in more than ten (10) a total of [seven] Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreementoutstanding.
(e) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Loans. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans denominated in dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.
(b) Each Revolving Loan (other than Swingline Loans) shall be made only during the Availability Period as part of a Revolving Borrowing consisting of Revolving Loans of the same Type made by the Lenders ratably in accordance with their applicable Commitments; provided that the . The failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it shall not relieve any other Lender of its obligations hereunder, provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender). Except for ’s failure to make Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitmentsas required.
(bc) Subject to Section 3.012.15, each Revolving Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate LIBOR Loans as the Lead Borrower may request pursuant to Section 2.03in accordance herewith. Each Lender may at its option may make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause create or increase any obligation of the Borrowers Borrower not otherwise arising, or arising in such increased amount, under Section 2.12.
(d) At the commencement of each Interest Period for any LIBOR Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to pay additional amounts pursuant to Section 3.01the entire unused balance of the total Commitments. Borrowings of more than one Type may be outstanding at the same time; provided further , further, that the Borrowers there shall not at any time be entitled to request any Borrowing that, if made, would result in more than a total of ten (10) LIBOR Revolving Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreementaggregate outstanding.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Anadarko Petroleum Corp)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). For the avoidance of doubt, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made or incurred, as applicable, by all Revolving Credit Lenders in accordance with their Pro Rata Percentages until the Revolving Credit Maturity Date for the relevant Class of Revolving Credit Commitments (or, if earlier, the date of the termination of the relevant Class of Revolving Credit Commitments in accordance with the terms hereof); thereafter, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made by the remaining Revolving Credit Lenders in accordance with their Pro Rata Percentages (after giving effect to the termination of Revolving Credit Commitments of such Class on the applicable Revolving Credit Maturity Date or otherwise in accordance with the terms of this Agreement). Except for Loans deemed made pursuant to Section 2.02(f)2.02(g) and subject to Section 2.23, the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is not less than (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, Minimum Applicable Borrowing Amount for such Loans or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.02(g), 2.08 and 2.16, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03SOFR Loans. Each Lender may at its option make any LIBO Rate SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten SOFR Borrowings (10or such greater number as the Administrative Agent may agree in its sole discretion) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans deemed made pursuant to Section 2.02(f)2.02(g) and, if applicable, Section 2.27, and subject to Sections 2.03 and 2.23, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in US Dollars to such account in New York City as 76 the applicable Payment Office of the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender ▇▇▇▇▇▇ has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing at the time and (ii) in the case of such Lender, a rate determined by (x) for the Administrative Agent to represent its cost of overnight or short-term funds first such day, the Overnight Rate and (which determination shall be conclusive absent manifest error)y) for each day thereafter, the Alternate Base Rate plus the Applicable Percentage for ABR Revolving Loans comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this AgreementAgreement and (x) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any SOFR Borrowing if the Interest Period requested with respect thereto would end after the Maturity DateDate applicable to the Loans comprising such SOFR Borrowing.
(f) [Reserved].
(g) If the relevant Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.25(e) within the time specified in such Section, the such Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds in US Dollars to the Administrative Agent not later than 3:00 p.m. on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, ) on any day, not later than 11:00 a.m., New York City time, 10:00 a.m. on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute a Base Rate Revolving Loan of such Lender, Lender and such payment shall be deemed to have reduced the LC L/C Exposure), and the Administrative Agent will promptly pay to the relevant Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the relevant Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.25(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (fg); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the relevant Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to the Revolving Loans of the relevant Class pursuant to Section 2.06(a), ) and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, Overnight Rate and for each day thereafter, the Base Rateinterest rate applicable to ABR Revolving Loans of the relevant Class.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Energizer Holdings, Inc.)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Term ▇-▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇-▇ Commitments; provided that , U.S. Revolving Commitments, European Revolving Commitments or Incremental Term Commitments, as the case may be. The failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such it hereunder shall not relieve any other Lender of its obligations hereunder; provided, however, that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender)’s failure to make any Loan as required hereunder. Except for Swingline Loans and Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 the Borrowing Multiple and not less than $1,000,000the Borrowing Minimum (except with respect to any Incremental Term Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.02(f), 2.08 and 2.15, (i) each Term Borrowing and Revolving Borrowing denominated in Dollars shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurocurrency Loans as the Lead applicable Borrower may request pursuant to Section 2.03in accordance herewith and (ii) Revolving Borrowings denominated in a Designated Foreign Currency shall be comprised entirely of Eurocurrency Loans. Each Lender may at its option make any LIBO Rate Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, however, that any exercise of such option shall not affect the obligation of the Borrowers applicable Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers no Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) six Eurocurrency Borrowings of LIBO Rate Loans such Borrower being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Swingline Loans and Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the applicable Currency to such account in New York City as the Applicable Administrative Agent may designate not later than 3:00 11:00 a.m., Local Time, in the case of a Eurocurrency Borrowing, or 2:00 p.m., New York City time, in the case of an ABR Borrowing, and the Applicable Administrative Agent shall promptly credit transfer the amounts so received to an the account as directed designated by the Lead applicable Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedsatisfied, return the amounts so received to the respective Lenders.
(d) Unless the Applicable Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the such Administrative Agent such Lender’s portion of such Borrowing, the such Administrative Agent may assume that such Lender has made such portion available to the such Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the such Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Applicable Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the such Administrative Agent, such Lender and the Lead applicable Borrower severally agree to repay to the such Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the such Administrative Agent at (i) in the case of the Lead such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the such Administrative Agent to represent its cost of overnight or short-term funds in the applicable Currency (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Applicable Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, request any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead applicable Borrower the payment required to be made by Section 2.13(e2.23(e) within the time specified therein (or, in the case of a European Letter of Credit, if the European Borrower shall not have requested a European Swingline Loan or European Revolving Loan in an amount sufficient to repay such SectionL/C Disbursement on or prior to the Business Day following such L/C Disbursement), the Issuing Bank will promptly notify the Applicable Administrative Agent of the LC such L/C Disbursement and the such Administrative Agent will promptly notify each U.S. Revolving Lender (in the case of a U.S. L/C Disbursement) or each European Revolving Lender (in the case of a European L/C Disbursement), as the case may be, of such LC L/C Disbursement and its applicable Pro Rata Percentage thereof. Each such Revolving Lender shall pay by wire transfer of in immediately available funds to the Applicable Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, i) on the immediately following Business Day)Day after receiving such notice, in the case of a U.S. L/C Disbursement, or (ii) on the third Business Day after receiving such notice, in the case of a European L/C Disbursement, an amount equal to such Revolving Lender’s applicable Pro Rata Percentage of such LC L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan (in the case of a Base Rate U.S. L/C Disbursement) or a European Revolving Loan with an Interest Period of one month (in the case of a European L/C Disbursement), as the case may be, of such Lender, Revolving Lender and such payment shall be deemed to have reduced the LC applicable L/C Exposure), and the Applicable Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the each such Revolving LendersLender. The General Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from or on behalf of the Lead U.S. Borrower pursuant to Section 2.13(e2.23(e) prior to the time that any U.S. Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the General Administrative Agent thereafter will be promptly remitted by the General Administrative Agent to the each Revolving Lenders Lender that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Applicable Administrative Agent as provided above, such Revolving Lender and the Lead applicable Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Applicable Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead a Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans of the related Class pursuant to Section 2.06(a) or (b), and (ii) in the case of such Lender, for the first such day, a rate determined by the Federal Funds RateApplicable Administrative Agent to represent its cost of overnight funds in the relevant Currency, and for each day thereafter, the Alternate Base RateRate (for amounts denominated in Dollars) or the European Base Rate for the applicable Designated Foreign Currency (for amounts denominated in Designated Foreign Currencies).
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part Bank severally agrees, subject to the terms and conditions of a Borrowing consisting of Loans made by this Agreement, from time to time on or after the Lenders ratably in accordance with their applicable Commitments; provided that date hereof and prior to the failure of any Lender Termination Date, to make any Loan shall not in itself relieve any other Lender of its obligation Loans to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be Company in an aggregate principal amount that is at any one time outstanding up to but not exceeding the lesser of (i1) such Bank's Commitment at such time and (2) such Bank's Commitment Percentage of the Available Borrowing Base at such time, MINUS, in either case, such Bank's Commitment Percentage of all Letter of Credit Liabilities and (if the Available Borrowing Base at such time shall be determined by reference to the Aggregate Commitment as provided in CLAUSE (A) of the definition of "Available Borrowing Base") all SFER MRI Loans outstanding at such time (whether or not such Bank shall in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal fact have advanced any SFER MRI Loan). Subject to the remaining available balance of conditions precedent in this Agreement, any Loan repaid prior to the applicable Revolving Commitments.
(b) Subject Termination Date may be reborrowed prior to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request Termination Date pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same timeAgreement; provided further PROVIDED, that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate and all Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder due and payable in full on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(fb) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified Notwithstanding anything in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds this Agreement to the Administrative Agent on such date (orcontrary, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) no Bank shall be required to make Loans at any one time outstanding in the case an amount which, together with such Bank's Commitment Percentage of the Lead Borroweroutstanding Letter of Credit Liabilities, a rate per annum equal to the interest rate applicable to Revolving shall exceed such Bank's Commitment MINUS such Bank's Commitment Percentage of all SFER MRI Loans pursuant to Section 2.06(aoutstanding at such time (whether or not such Bank shall in fact have advanced any SFER MRI Loan), and (ii) if a Bank fails to make a Loan as and when required hereunder and the Companysubsequently makes a repayment on the Notes, such repayment shall be split among the non-defaulting Banks ratably in accordance with their respective Commitment Percentages (computed without regard to the case Commitment Percentage of the defaulting Bank) until each Bank has its Commitment Percentage of all outstanding Loans. Any balance of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Raterepayment shall be divided among all Banks in accordance with their respective Commitment Percentages.
Appears in 1 contract
Loans. (a) Each Revolving Credit Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Revolving Credit Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for The Revolving Credit Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be (i) in the case of LIBOR Loans, in an aggregate principal amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (i) (Aii) in the case of Base Rate ABR Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an aggregate principal amount that is an integral multiple of $250,000 500,000 and not less than $1,000,0005,000,000 (or, or in the case of clause (i) and clause (ii) above, if less, an aggregate principal amount equal to the remaining available balance of the applicable Revolving Commitmentsavailable Total Commitment).
(b) Subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; , provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause and the Borrowers to pay additional amounts pursuant to Section 3.01applicable Note. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in an aggregate of more than ten (10) Borrowings 9 separate Revolving Credit Loans of LIBO Rate Loans any Lender being outstanding hereunder at any one time. For purposes of the foregoingcalculation required by the immediately preceding sentence, Borrowings LIBOR Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans and all Loans of a single Interest Rate Type made on a single date shall be considered a single Loan if such Loans have a common Interest Period.
(c) Except with respect to Loans made pursuant Subject to Section 2.02(f)2.5, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer making funds available at the offices of immediately available funds the Administrative Agent’s Credit Services Department, Bank of America, N.A., 1▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Charlotte, NC 28255, Attention: Merci O▇▇▇▇, for credit to such account in Corporate Credit Support, Account No. 1366212250600, (Reference: Cendant Corporation Credit Agreement dated as of June 17, 2004) no later than 1:00 P.M. New York City as the Administrative Agent may designate not later than 3:00 p.m., time (2:00 P.M. New York City time, and in the case of an ABR Borrowing) in Federal or other immediately available funds. Upon receipt of the funds to be made available by the Lenders to fund any Borrowing hereunder, the Administrative Agent shall promptly credit the amounts so received to disburse such funds by depositing them into an account as directed by of the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing Agent. Revolving Credit Loans shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return be made by all the amounts so received to the respective LendersLenders pro rata in accordance with Section 2.1 and this Section 2.2.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: Senior Asset Linked Revolving Credit Agreement (Cendant Corp)
Loans. (a) Each Section 2.1(a) of the Loan Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:
(other than Swingline Loansa) shall be made as part Subject to and upon the terms and conditions contained herein, each Tranche A Lender severally (and not jointly) agrees to fund its Pro Rata Share of a Borrowing consisting Tranche A Loans to each Borrower from time to time in amounts requested by such Borrower (or Administrative Borrower on behalf of such Borrower) up to the amount outstanding at any time equal to the Tranche A Commitment of such Tranche A Lender; provided, that, after giving effect to any such Tranche A Loan, (x) the principal amount of the Tranche A Loans made by the Lenders ratably in accordance and Letter of Credit Accommodations outstanding with their applicable Commitments; provided that the failure of respect to any Lender to make any Loan Borrower shall not in itself relieve any other Lender exceed the lesser of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for 1) the failure Borrowing Base of any other Lender to make any such Borrower at such time or (2) the Revolving Loan required to be made by Limit of such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans Borrower at such time and (other than Swingline Loansy) comprising any Borrowing shall be in an the aggregate principal amount that is of the Loans and Letter of Credit Accommodations outstanding to all Borrowers shall not exceed the lesser of (i1) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, Maximum Credit or (ii2) equal to the remaining available balance of the applicable Revolving CommitmentsEligible Working Capital.”
(b) Subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation Sections 2.1(c) through (g) of the Borrowers to repay Loan Agreement are hereby amended by deleting such Loan Sections in accordance their entirety and replacing them with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.following:
(c) Except in Agent’s discretion, with respect the consent of all Lenders, or as otherwise provided herein, (i) the aggregate amount of the Loans and Letter of Credit Accommodations outstanding at any time shall not exceed the Maximum Credit or the Eligible Working Capital, (ii) the aggregate amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time to a Borrower shall not exceed the Borrowing Base of such Borrower or the Revolving Loan Limit of such Borrower, and (iii) the aggregate principal amount of Revolving Loans made pursuant and Letter of Credit Accommodations outstanding at any time to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder a Borrower based on the proposed date thereof by wire transfer Eligible Inventory of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on exceed the Inventory Loan Limit for such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective LendersBorrower.
(d) Unless In the Administrative event that the aggregate amount of the Loans and Letter of Credit Accommodations outstanding at any time exceeds the Maximum Credit or the Eligible Working Capital, or the aggregate amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time to a Borrower exceeds the Borrowing Base of such Borrower or the Revolving Loan Limit of such Borrower, or the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations based on Eligible Inventory of a Borrower exceeds the Inventory Loan Limit of such Borrower, or the aggregate amount of the outstanding Letter of Credit Accommodations exceeds the sublimit for Letter of Credit Accommodations set forth in Section 2.2(e) hereof, such event shall not limit, waive or otherwise affect any rights of Agent shall have received notice or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from a Lender prior time to time, immediately repay to Agent the date entire amount of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (cexcess(es) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount which payment is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreementdemanded.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date[Intentionally Deleted].
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e[Intentionally Deleted].
(g) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate[Intentionally Deleted].”
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,000, 5,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) eight Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m.11:00 a.m., New York City Eastern time, and the Administrative Agent shall promptly credit transfer the amounts so received to an the account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the an Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.23(e) within the time specified in such Section, the such Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., Eastern time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City Eastern time, on any day, not later than 11:00 10:00 a.m., New York City Eastern time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC L/C Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such Lender, Lender and such payment shall be deemed to have reduced the LC L/C Exposure), and the Administrative Agent will promptly pay to the such Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the such Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the such Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 1 contract
Sources: Credit Agreement (Overnite Corp)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,0005,000,000 (except with respect to the initial Revolving Loans made on the Closing Date and except with respect to any Incremental Term Loan Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) eight Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m.11:00 a.m., New York City Eastern time, and the Administrative Agent shall promptly credit transfer the amounts so received to an the account as directed designated by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the an Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.23(e) within the time specified in such Section, the such Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., Eastern time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City Eastern time, on any day, not later than 11:00 10:00 a.m., New York City Eastern time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC L/C Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such Lender, Lender and such payment shall be deemed to have reduced the LC L/C Exposure), and the Administrative Agent will promptly pay to the such Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the such Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the such Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 1 contract
Sources: Credit Agreement (Overnite Corp)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Term SOFR Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Term SOFR Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers Lead Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Term SOFR Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed requested date thereof of such Borrowing by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate designate, by not later than 3:00 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an the Designated Account (or such other deposit account as directed by the of Lead Borrower specified in the applicable Notice of Borrowing) on the requested date of such Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s portion of such Borrowing, the Administrative Agent may assume that such Lender ▇▇▇▇▇▇ has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph clause (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead a Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph clause (f); , and any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph clause (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective applicable Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 the Borrowing Multiple and not less than $1,000,000the Borrowing Minimum (except with respect to any Term Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of Base Daily Rate Loans or LIBO Fixed Rate Loans as the Lead applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers applicable Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in (i) more than ten (10) Fixed Rate Borrowings of LIBO Rate Domestic Revolving Loans being outstanding hereunder at any one time or (ii) more than five Fixed Rate Borrowings of any other Class being outstanding hereunder at any time. For purposes of the foregoing, Borrowings having different Interest Periods or Contract Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans deemed made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 4:00 p.m., New York City timeLocal Time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed in the name of the applicable Borrower, designated by the Lead such Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent Request, or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, above and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such LenderLender for the first three days, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds for the applicable currency and for each day thereafter, the higher of such rate and the applicable Daily Rate (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, request any Revolving Credit Borrowing if the Interest Period or Contract Period, as the case may be, requested with respect thereto would end after the Revolving Credit Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead applicable Borrower the payment required to be made by Section 2.13(e2.23(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC L/C Disbursement and the Administrative Agent will promptly notify each applicable Revolving Credit Lender of such LC L/C Disbursement and its Pro Rata Percentage thereof. Each Domestic Revolving Credit Lender (in respect of a Domestic L/C Disbursement), Multicurrency Revolving Credit Lender (in the case of a Multicurrency L/C Disbursement) and U.K. Revolving Credit Lender (in respect of a U.K. L/C Disbursement) shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., Local Time, on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City timeLocal Time, on any day, not later than 11:00 10:00 a.m., New York City timeLocal Time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan (if denominated in dollars or Canadian Dollars) or a Base Fixed Rate Loan with a one-month Interest Period or Contract Period, as the case may be (if denominated in any other Alternative Currency), of such Lender, Lender and such payment shall be deemed to have reduced the LC applicable L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving such Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead a Borrower pursuant to Section 2.13(e2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its applicable Pro Rata Percentage of such LC L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Lead applicable Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead such Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, a rate determined by the Federal Funds RateIssuing Bank to represent its cost of overnight or short-term funds for the applicable currency, and for each day thereafter, the higher of such rate and the Alternate Base Rate or the Foreign Base Rate, as the case may be.
Appears in 1 contract
Loans. (a) Each Revolving Credit Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided PROVIDED, HOWEVER, that the failure of any Lender to make any Revolving Credit Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.4. The Revolving Credit Loans deemed made pursuant to Section 2.02(f), or Competitive Loans (other than Swingline Loans) comprising any Borrowing shall be (i) in the case of Competitive Loans and LIBOR Loans, in an aggregate principal amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (i) (Aii) in the case of Base Rate ABR Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an aggregate principal amount that is an integral multiple of $250,000 500,000 and not less than $1,000,0005,000,000 (or, or in the case of clause (i) and clause (ii) above, if less, an aggregate principal amount equal to the remaining available balance of the applicable Revolving Commitmentsavailable Total Commitment).
(b) Subject to Section 3.01, each Each Competitive Borrowing shall be comprised entirely of Base Rate LIBOR Competitive Loans or LIBO Fixed Rate Loans, and each Revolving Credit Borrowing shall be comprised entirely of LIBOR Revolving Credit Loans or ABR Loans, as the Lead Borrower may request pursuant to Section 2.032.4 or 2.5, as applicable. Each Lender may at its option make any LIBO Rate LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided , PROVIDED that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause and the Borrowers to pay additional amounts pursuant to Section 3.01applicable Note. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided further PROVIDED, HOWEVER, that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in an aggregate of more than ten (10) Borrowings 9 separate Revolving Credit Loans of LIBO Rate Loans any Lender being outstanding hereunder at any one time. For purposes of the foregoingcalculation required by the immediately preceding sentence, Borrowings LIBOR Revolving Credit Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans and all Loans of a single Interest Rate Type made on a single date shall be considered a single Loan if such Loans have a common Interest Period.
(c) Except with respect to Loans made pursuant Subject to Section 2.02(f)2.6, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer making funds available at the offices of immediately available funds the Administrative Agent's Agent Bank Services Department, One Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, for credit to such account in Cendant Corporation Clearing Account, Account No. 144812905 (Reference: Cendant Corporation Credit Agreement dated as of December 10, 2002) no later than 1:00 P.M. New York City as the Administrative Agent may designate not later than 3:00 p.m., time (2:00 P.M. New York City time, and in the case of an ABR Borrowing) in Federal or other immediately available funds. Upon receipt of the funds to be made available by the Lenders to fund any Borrowing hereunder, the Administrative Agent shall promptly credit the amounts so received to disburse such funds by depositing them into an account as directed by of the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing Agent. Competitive Loans shall not occur on such date because any condition precedent herein specified shall not have been met be made by the Lender or waived, return Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.4 in the amounts so received to accepted and Revolving Credit Loans shall be made by all the respective LendersLenders pro rata in accordance with Section 2.1 and this Section 2.2.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: Credit Agreement (Cendant Corp)
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate ABR Loans, integral multiples of $1.0 million and not less than $500,000 and 5.0 million, or (B) in the case of LIBO Rate Eurodollar Loans, an integral multiple multiples of $250,000 1.0 million and not less than $1,000,000, 5.0 million or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(ba) Subject to Section 3.01Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of Base Rate ABR Loans or LIBO Rate Eurodollar Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided provided, that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(cb) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m.11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent as directed by Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(dc) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(ed) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Final Maturity Date.
(fe) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e2.18(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate an ABR Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e2.18(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part Bank severally agrees, on and subject to the terms and conditions of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender this Agreement, to make loans to the Borrowers from time to time on any Loan shall not in itself relieve any other Lender of its obligation Business Day during the period from and including the initial Borrowing Date to lend hereunder (it being understood, however, that no Lender shall be responsible for but excluding the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be Reducing Revolving Credit Termination Date in an aggregate principal amount that is (i) (A) at any one time outstanding up to but not exceeding the amount of such Bank's Reducing Revolving Credit Commitment as then in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal effect. Subject to the remaining available balance terms and conditions of this Agreement, during such period the Borrowers may borrow, repay and reborrow the amount of the applicable Reducing Revolving Credit Commitments. Loans made pursuant to this Subsection 2.1(a) are herein called "Reducing Revolving Credit Loans".
(b) Subject Each Bank severally agrees, on and subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms and conditions of this Agreement or cause and provided that the full principal amount of the then effective Reducing Revolving Credit Commitment is then outstanding, to make loans to the Borrowers from time to pay additional amounts pursuant time on any Business Day during the period from and including the initial Borrowing Date to Section 3.01. Borrowings of more than one Type may be outstanding at but excluding the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result Revolving Credit Termination Date in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder an aggregate principal amount at any one timetime outstanding up to but not exceeding the amount of such Bank's Revolving Credit Commitment as then in effect. For purposes Subject to the terms and conditions of this Agreement, during such period the Borrowers may borrow, repay and reborrow the amount of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsRevolving Credit Commitments. Loans made pursuant to this Subsection 2.1(b) are herein called "Revolving Credit Loans".
(c) Except with respect to The Loans made pursuant on each Borrowing Date may, on and subject to Section 2.02(f)the terms and conditions of this Agreement, be Corporate Base Rate Loans or Eurodollar Loans (each Lender shall make each Loan (other than Swingline Loansbeing referred to in this Agreement as a "type" of Loan) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower specified in the applicable Notice relevant notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received borrowing referred to the respective Lenders.
(din Subsection 2.2(a) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing hereof; provided that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable no more than four Loans constituting Eurodollar Loans may be outstanding from each Bank at the any one time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent subject to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at clause (i) in above, the case Borrowers may Convert Loans of one type into Loans of the Lead Borrowerother type or Continue Loans of one type as Loans of the same type, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rateall as hereinafter provided.
Appears in 1 contract
Loans. (a) Each Upon the terms and conditions and relying on the representations and warranties contained in this Agreement and the other Loan Documents, each Lender severally agrees to make Loans during the Commitment Period on a revolving basis to or for the benefit of the Borrower, in an aggregate principal amount not to exceed at any time outstanding the lesser of the Facility Amount of such Lender or the Percentage Share of such Lender of the Borrowing Base then in effect; provided, however, that notwithstanding the foregoing (other than Swingline Loansi) the outstanding principal balance of all Loans of all Lenders plus the L/C Exposure shall not exceed the lesser of the Commitment Amount or the Borrowing Base at any time or, if any Senior Notes are outstanding, the Maximum Borrowing Base Amount in effect on the date of any such loan, and (ii) the sum of the outstanding principal balance of all Loans by any Lender plus the Percentage Share of such Lender of the L/C Exposure shall not exceed an amount equal to the Percentage Share of such Lender multiplied by the lesser of the Commitment Amount or the Borrowing Base at any time or, if any Senior Notes are outstanding, the Maximum Borrowing Base Amount in effect on the date of any such loan. Loans shall be made as part from time to time on any Business Day designated by the Borrower in a Borrowing Request.
(b) Subject to the terms of this Agreement, during the Commitment Period, the Borrower may borrow, repay, and reborrow and convert Loans of one type or with one Interest Period into Loans of another type or with a different Interest Period. Except for prepayments made pursuant to Section 2.13, each borrowing, conversion, and prepayment of principal, in the case of Base Rate Loans, shall be in an amount at least equal to $100,000 and in multiples of $100,000 thereafter and, in the case of LIBO Rate Loans, shall be in an amount at least equal to $1,000,000 and in multiples of $100,000 thereafter. Each borrowing, prepayment, or conversion of or into a Loan of a Borrowing consisting different type or, in the case of a LIBO Rate Loan, having a different Interest Period, shall be deemed a separate borrowing, conversion, and prepayment for purposes of the foregoing, one for each type of Loan or Interest Period. Anything in this Agreement to the contrary notwithstanding, the aggregate principal amount of LIBO Rate Loans by all of the Lenders having the same Interest Period shall be at least equal to $1,000,000; and if any borrowing of LIBO Rate Loans having the same interest period would otherwise be in a lesser principal amount, such Loans shall be Base Rate Loans during such period.
(c) Not later than 1:00 p.m. New York, New York time, on the date specified for each borrowing of a Loan, each Lender shall make available to the Agent an amount equal to the Percentage Share of such Lender of the borrowing to be made on such date, at an account designated by the Lenders ratably Age nt, for the account of the Borrower. The amount so received by the Agent shall, subject to the terms and conditions hereof, be made available to the Borrower in accordance with their applicable Commitments; provided that immediately available funds, in an account designated from time to time by the Borrower. All Loans by each Lender shall be maintained at the Applicable Lending Office of such Lender and shall be evidenced by the Note of such Lender.
(d) The failure of any Lender to make any Loan required to be made by it hereunder shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understoodmake any Loan required to be made by it, however, that and no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving CommitmentsLoan.
(b) Subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: Credit Agreement (KCS Energy Inc)
Loans. (a) Each Standby Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided provided, however, that the failure of any Lender to make any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. The Standby Loans deemed made pursuant to Section 2.02(f), or Competitive Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that which is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,00010,000,000 (or, or (ii) in the case of Standby Loans, an aggregate principal amount equal to the remaining available balance of the applicable Revolving available Commitments).
(b) Subject to Section 3.01, each Each Competitive Borrowing shall be comprised entirely of Base Rate Eurodollar Competitive Loans or LIBO Fixed Rate Loans, and each Standby Borrowing shall be comprised entirely of Eurodollar Standby Loans or ABR Loans, as the Lead Borrower may request pursuant to Section 2.032.03 or 2.04, as applicable. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers Borrower shall not be entitled to request any Borrowing thatwhich, if made, would result in an aggregate of more than ten (10) separate Standby Loans or more than four Competitive Borrowings of LIBO Rate Loans any Lender being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate at the Administrative Agent's Office, not later than 3:00 p.m., New York City time1:00 P.M., and the Administrative Agent shall promptly by 3:00 P.M. credit the amounts so received to an the general deposit account as directed by of the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) . Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted and Standby Loans shall be made by the Lenders pro rata in accordance with Section 2.16. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing (or, in the case of an ABR Borrowing, prior to the time of such ABR Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s 's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, and to the extent that such Lender shall not have made such portion available to the Administrative AgentAgent and the Administrative Agent has made available to the Borrower such portion, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from the date such amount is made available to such the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s 's Loan as part of such Borrowing for purposes of this Agreement.
(ed) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested by the Borrower with respect thereto would to any Borrowing shall not end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Facility Agreement (Citizens Communications Co)
Loans. (a) Each Australian Term Tranche Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Australian Term Tranche Loans made by the Australian Term Tranche Lenders ratably in accordance with their applicable respective Australian Term Tranche Commitments; provided that . Each US Tranche Revolving Loan shall be made as part of a Borrowing consisting of US Tranche Revolving Loans made by the US Tranche Revolving Lenders ratably in accordance with their respective US Tranche Revolving Commitments. Each Australian Revolving Tranche Loan shall be made as part of a Borrowing consisting of Australian Revolving Tranche Loans made by the Australian Revolving Tranche Lenders ratably in accordance with their respective Australian Revolving Tranche Commitments. The failure of any Lender to make any Loan required to be made by it shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that the Commitments of the Lenders are several and that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.012.10(b), each (i) Each US Tranche Revolving Borrowing shall be comprised entirely of LIBOR Loans or ABR Loans; (ii) each Australian Term Tranche Borrowing and each Australian Revolving Tranche Borrowing denominated in US Dollars shall be comprised entirely of LIBOR Loans; (iii) each Australian Revolving Tranche Borrowing denominated in Australian Dollars shall be comprised entirely of ▇▇▇▇ Rate Loans; (iv) each US Tranche Swingline Loan shall be an ABR Loan or a Loan bearing interest at another rate agreed upon in writing by the US Borrower and the Swingline Lender at or prior to the time such Loan is made; and (v) each Australian Tranche Swingline Loan shall be an Australian Swingline Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03Loan. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such LoanLoan (and in the case of an Affiliate, the provisions of Sections 2.15, 2.16 and 2.20 shall apply to such Affiliate to the same extent as to such Lender); provided provided, however, that any exercise of such option shall not affect the obligation of the Borrowers applicable Borrower to repay such Loan in accordance with the terms of this Agreement Agreement; provided further, that if the designation of any such foreign branch or cause the Borrowers Affiliate shall result in any costs or reductions which would not otherwise have been applicable and for which such Lender would, but for this proviso, be entitled to pay additional amounts pursuant request compensation under Section 2.15, such Lender shall not be entitled to Section 3.01request such compensation unless it shall in good faith have determined such designation to be necessary or advisable to avoid any material disadvantage to it. Borrowings of more than one Type may may, to the extent permitted hereunder, be outstanding under any Class of Commitments at the same time; provided further provided, however, that the Borrowers no Borrower shall not be entitled to request any Borrowing that, if made, would result in (x) an aggregate of more than ten five separate Borrowings being outstanding under the Australian Revolving Tranche at any one time, (10y) an aggregate of more than 10 separate Borrowings being outstanding under the Australian Term Tranche at any one time or (z) an aggregate of LIBO Rate Loans more than 10 separate Borrowings being outstanding hereunder under the US Tranche at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans At the time that each ABR Borrowing is made pursuant to Section 2.02(f)and at the commencement of each Interest Period for any LIBOR Borrowing or ▇▇▇▇ Rate Borrowing, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall be in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not occur on such date because any condition precedent herein specified shall not have been met or waived, return less than the amounts so received Borrowing Minimum; provided that the Loans comprising an ABR Borrowing may be in an aggregate principal amount that is equal to the respective Lenders.
(d) Unless remaining unused amount of the Administrative Agent US Tranche Revolving Commitments or that is required to finance the reimbursement of a US Tranche LC Disbursement as contemplated by Section 2.05(e). Swingline Loans shall have received notice from a Lender prior to the date of any Borrowing be in an aggregate principal amount that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrowera Swingline Loan denominated in US Dollars, the interest rate applicable at the time to the Loans comprising such Borrowing an integral multiple of US$500,000 and not less than US$1,000,000 and (ii) in the case of such Lendera Swingline Loan denominated in Australian Dollars, an integral multiple of A$500,000 and not less than A$1,000,000 or, in either case, an amount that is required to finance the reimbursement of a rate determined US Tranche LC Disbursement or an Australian Tranche LC Disbursement denominated in Australian Dollars as contemplated by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest errorSection 2.05(e). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(ed) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
Appears in 1 contract
Loans. (a) Each Revolving Loan (other than Swingline Loans) and each Term Loan shall be made as part of a Borrowing consisting of Revolving Loans and Term Loans, respectively, made by the Lenders ratably in accordance with their applicable respective Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in and of itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for The Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that which is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 1,000,000 and not less than $1,000,000, 25,000,000 (or (ii) an aggregate principal amount equal to the remaining available balance of the applicable Revolving available Commitments).
(b) Subject to Section 3.01, Each Revolving Borrowing and each Term Borrowing shall be comprised entirely of Eurodollar Loans or Base Rate Loans or LIBO Rate Loans Loans, as the Lead applicable Borrower may request pursuant to Section 2.03paragraph (e) hereof. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect the obligation of the Borrowers applicable Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers and (ii) entitle such Lender to pay additional any amounts pursuant to Section 3.01Sections 2.11 or 2.12 to which amounts such Lender would not be entitled if such Lender had made such Loan itself through its domestic branch. Borrowings of more than one Type may be outstanding at the same time; provided further provided, however, that the Borrowers neither Borrower shall not be entitled to request any Borrowing thatwhich, if made, would result in an aggregate of more than ten twenty (1020) Borrowings of LIBO Rate separate Loans from any Lender being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings Loans (other than Base Rate Loans) having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate BorrowingsLoans.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate in New York, New York, not later than 3:00 12:00 noon (or in the case of Base Rate Loans, 2:00 p.m.), New York City time, and the Administrative Agent shall promptly by 3:00 p.m., New York City time, credit the amounts so received to an the general deposit account as directed by the Lead Borrower in of the applicable Notice of Borrowing Borrower maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) . Unless the Administrative Agent shall have received notice from a Lender prior to the date and time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such the applicable Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead applicable Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(ed) Notwithstanding any other provision of this Agreement, the Lead no Borrower shall not be entitled to request, or to elect to convert or continue, request any Borrowing if the with an Interest Period requested with respect thereto would end ending after the Maturity Termination Date; provided that no Revolving Borrowing shall have an Interest Period ending after the Revolver Termination Date.
(fe) If the Issuing Bank shall not have received from the Lead Borrower the payment required In order to be made by Section 2.13(e) within the time specified in such Sectionrequest a Revolving Borrowing, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of Borrower requesting such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender Borrowing shall pay by wire transfer of immediately available funds hand deliver or telecopy to the Administrative Agent on such date a Revolving Borrowing Request in the form of Exhibit A (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (ia) in the case of the Lead Borrowera Eurodollar Borrowing, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.not later than
Appears in 1 contract
Sources: 364 Day Revolving Credit Facility Agreement (Weyerhaeuser Co)
Loans. (a) Each ABR Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans and each Reference Rate Loan made by the Lenders on any date shall not be less than one million dollars ($1,000,000) and in integral multiples of one hundred thousand dollars ($100,000). Each Eurodollar Loan made by the Lenders on any date shall not be less than three million dollars ($3,000,000) and in integral multiples of five hundred thousand dollars ($500,000).
(b) Revolving Credit Loans and Seasonal Revolving Credit Loans shall be made ratably by the Lenders in accordance with their applicable respective Revolving Credit Commitments and Seasonal Revolving Credit Commitments; provided provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowingshereunder.
(c) Except with respect to Loans made pursuant to Section 2.02(f)Each Loan shall be either an ABR Loan, each Lender shall make each Reference Rate Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City or a Eurodollar Loan as the Administrative Agent Borrower may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower request in the applicable Notice of Borrowing maintained accordance with the Administrative Agent or, if a Borrowing shall not occur on provisions of this Agreement. Each Lender may fulfill its obligations under this Agreement by causing its Applicable Lending Office to make such date because Loan. Not more than seven (7) Eurodollar Loans may be outstanding at any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lendersone time.
(d) Unless the Administrative Agent The Borrower shall have received the right at any time upon prior irrevocable written or facsimile notice from a Lender prior (promptly confirmed in writing) to the date Agent given in the manner and at the times specified in Section 2.03 hereof with respect to the Loans into which conversion or continuation is to be made, to convert all or any portion of Revolving Credit Loans that are Eurodollar Loans or Reference Rate Loans into ABR Loans, to convert all or any portion of ABR Loans or Reference Rate Loans into Eurodollar Loans (specifying the Interest Period to be applicable thereto), to convert the Interest Period with respect to all or any portion of any Borrowing that such Lender will not make available Eurodollar Loans to another permissible Interest Period, and to continue all or any portion of any Loans into a subsequent Interest Period of the same duration, subject to (x) the terms and conditions of this Agreement (including with respect to the Administrative Agent such Lender’s portion conversion of such BorrowingABR Loans into Eurodollar Loans or Reference Rate Loans, the Administrative Agent may assume that such Lender has made such portion available to last sentence of Section 2.02(c) hereof) and (y) the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at following:
(i) in the case of a conversion or continuation of fewer than all the Lead Loans made to the Borrower, the aggregate principal amount of Loans converted or continued shall be an integral multiple of one million dollars ($1,000,000);
(ii) accrued interest rate applicable on a Loan (or portion thereof) being converted or continued shall be paid by the Borrower at the time of conversion or continuation (but only with respect to the Loans comprising portion thereof being so converted or continued);
(iii) if any Eurodollar Loan is converted at any time other than the end of an Interest Period applicable thereto, the Borrower shall make such Borrowing payments associated therewith as are required pursuant to Section 2.11 hereof,
(iv) the representations and (ii) warranties set forth in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination Article III hereof and in any documents delivered in connection herewith shall be conclusive absent manifest error). If such Lender shall repay to true and correct in all material respects with the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan same effect as part though made on and as of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if except insofar as such Revolving Lender representations and warranties relate expressly to an earlier date); and
(v) no Default or Event of Default shall have received such notice later than 12:00 (noon), New York City time, on occurred and be continuing. The Interest Period applicable to any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount Eurodollar Loan resulting from a conversion shall be deemed specified by the Borrower in the irrevocable notice of conversion delivered pursuant to constitute a Base Rate Loan of this Section 2.02; provided, however, that if no such LenderInterest Period shall be specified, and such payment the Borrower shall be deemed to have reduced selected an Interest Period of one (1) month's duration. If the LC ExposureBorrower shall not have given timely notice to continue any Eurodollar Loan into a subsequent Interest Period (and shall not otherwise have given notice to convert such Loan), and the Administrative Agent will promptly pay such Loan (unless repaid or required to be repaid pursuant to the Issuing Bank amounts so received by it from the Revolving Lendersterms hereof) shall automatically be converted into a Reference Rate Loan. The Administrative Agent will shall promptly pay to advise the Issuing Bank Lenders of any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment notice given pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments Section 2.02 and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account Lender's portion of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Ratecontinuation or conversion hereunder.
Appears in 1 contract
Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(fSections 2.17(e)(i) or 2.17(e)(ii), (x) ABR Revolving Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate Loans, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 500,000 and not less than $1,000,000, 1.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Revolving Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $1.0 million or (ii) equal to the remaining available balance of the applicable Commitments.
(b) Subject to Section 3.01Sections 2.10 and 2.11, each Borrowing shall be comprised entirely of Base Rate ABR Revolving Loans or LIBO Rate Eurodollar Revolving Loans as the Lead a Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect affect, increase or negatively impact the obligation of the Borrowers a Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers no Borrower shall not be entitled to request any a Borrowing that, if made, would result in more than ten (10) Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans deemed made pursuant to Section 2.02(fSections 2.17(e)(i) or 2.17(e)(ii), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m.12:00 (noon), New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower Representative in the applicable Notice of Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waivedmet, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date (in the case of any Eurodollar Borrowing), and prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on at the date time of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Lead Borrower Borrowers severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such a Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead BorrowerBorrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error)in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
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Loans. (a) Each Loan Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans to the Company (other than Swingline each such loan, a “Domestic Loan”) in Dollars on any Business Day during the Availability Period, or loans to Allied B.V. (each such loan, a “Foreign Loan”, and collectively with the Domestic Loans, the “Loans”) shall be made as part of in Alternative Currency on a Borrowing consisting Business Day during the Availability Period in an aggregate amount that will not result in the Outstanding Amount of Loans made by the Lenders ratably in accordance with their applicable Commitmentsof such Lender exceeding such Lender’s Loan Commitment at such time; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understoodprovided, however, that no Lender shall be responsible for the failure of after giving effect to any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f)Loan, Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate LoansOutstanding Amount shall not exceed the Aggregate Commitments, not less than $500,000 and (B) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000, or (ii) equal the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment and (iii) the Outstanding Amount of all Foreign Loans, plus Foreign Letters of Credit shall not exceed the Foreign Sublimit. Within the limits of each Lender’s Commitment, and subject to the remaining available balance of other terms and conditions hereof, the applicable Revolving CommitmentsBorrowers may borrow under this Section 2.01(a), prepay under Section 2.04, and reborrow under this Section 2.01(a). Foreign Loans shall be Libor Loans and Domestic Loans may be ABR Loans or Libor Loans, as further provided herein.
(b) Subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans or LIBO Rate Loans as the Lead Each Borrower may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after Lenders on the Maturity Date.
(f) If Date the Issuing Bank shall not have received from the Lead aggregate principal amount of Loans made to such Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent outstanding on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Ratedate.
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Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of Base Rate ABR Revolving Loans, not less than integral multiples of $500,000 100,000 and (B) in the case of LIBO Rate Eurodollar Loans, an integral multiple of $250,000 and not less than $1,000,0001.0 million, or (ii) equal to the remaining available balance of the applicable Revolving Commitments.
(b) Subject to Section 3.01Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of Base Rate ABR Revolving Loans or LIBO Rate Eurodollar Loans as the Lead Borrower Borrower, on behalf of the Borrowers, may request pursuant to Section 2.03. Each Lender may at its option make any LIBO Rate Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers Lead Borrower, on behalf of the Borrowers, shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Eurodollar Borrowings of LIBO Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Lead Borrower Borrower, on behalf of the Borrowers, in the applicable Notice of Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Lead Borrower Borrowers severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Lead BorrowerBorrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Lead Borrower Borrower, on behalf of the Borrowers, shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date.
(f) If the Issuing Bank shall not have received from the Lead Borrower Borrower, on behalf of the Borrowers, the payment required to be made by Section 2.13(e2.18(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute a Base Rate an ABR Revolving Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Lead Borrower Borrowers pursuant to Section 2.13(e2.18(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Lead Borrower Borrowers severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Lead BorrowerBorrowers, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Base Prime Rate.
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Sources: Credit Agreement (Broder Bros Co)