Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 a.m. on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein. (b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is three (3) Business Days prior to the date such Eurodollar Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $250,000 and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate. (c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e) below. (d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight (8) Eurodollar Rate Loans. (e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days prior to the date of such prepayment, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof. (f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error. (g) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (Akrion, Inc.), Revolving Credit and Security Agreement (Akrion, Inc.)
Procedure for Borrowing Advances. (a) Borrowing Agent To request a Revolving Advance (other than the initial Revolving Advance which shall be made on behalf of any the date hereof), Borrower may shall notify Agent prior of such request by delivery to 10:00 a.m. Agent of an Advance Request not later than 2:00 p.m., Dallas, Texas time, on a Business Day that is not less than fifteen (15) Days before the date of a Borrower’s request to incur, on that day, a the proposed Revolving Advance hereunder(the “Revolving Advance Date”). Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same Each such Advance Request shall be deemed in a request for a Revolving Advance as form approved by Agent and signed by Borrower and shall be revocable until one (1) Business Day prior to the date of the date such payment is duerequested Revolving Advance, but shall thereafter be irrevocable; provided, however, in the amount required to pay in full event of any such interestrevocation, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request Borrower shall be irrevocable. Notwithstanding anything responsible for any losses, costs or other expenses incurred by Lender in liquidating or redeploying deposits or other funds acquired by Lender to fund the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum applicable Revolving Advance Amount and any overdraft, processing or the Formula Amount, or other reasonable costs (iiiincluding reasonable attorney’s fees) any other restrictions on the making incurred by Lender as a result of Revolving Advances contained hereinsuch revocation.
(b) Notwithstanding Each Advance Request shall specify the provisions of (afollowing information in compliance with Section 2.2(a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is three (3) Business Days prior to the date such Eurodollar Rate Loan is to be borrowed, specifying hereof:
(i) the date aggregate amount of the proposed borrowing requested Revolving Advance;
(ii) the Revolving Advance Date, which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $250,000 and ;
(iii) the duration certification by an executive officer of the first Interest Period therefor. Interest Periods General Partner that the proceeds of the Revolving Advance will be used for Eurodollar Rate Loans shall be for onethe acquisition or development of Eligible Real Property, two investments in mezzanine financing, or three months; provided, if an Interest Period would end on a day general corporate purposes and that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls limitation set forth in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there 2.3 shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e) below.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight (8) Eurodollar Rate Loans.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days prior to the date of such prepayment, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan violated as a result of such payment or conversion, including Revolving Advance;
(but not limited toiv) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as the Real Property Package with respect to any additional amounts payable pursuant Revolving Advance the proceeds of which will be used to purchase Real Property;
(v) the foregoing sentence submitted by Lenders name of any Subsidiary Guarantor which will be made a party to Borrowing Agent this Agreement as a result of such Revolving Advance; and
(vi) the location and number of the Borrower’s account into which funds relating to such Revolving Advance shall be conclusive absent manifest errordisbursed and which shall comply with the requirements of Section 2.4 hereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (Behringer Harvard Reit I Inc)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf The Borrower Representative shall notify the Lender by providing the Lender with a notice of any Borrower may notify Agent loan substantially in the form attached hereto as Exhibit E hereto (a “Notice of Loan”) prior to 10:00 a.m. 11:00 A.M. on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance Loan hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lendersthe Lender, or with respect to any other Obligation, become due, the same shall be deemed a request for a Revolving Advance Loan charged to the Loan Account as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lendersthe Lender, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of subsection (a) above, in the event any a Borrower desires to obtain a Eurodollar Libor Rate Loan, Borrowing Agent the Borrower Representative shall give Agent written notice notify the Lender in writing by providing a Notice of Loan to the Lender no later than 10:00 a.m. on the day which is 11:00 A.M. at least three (3) Business Days Days’ prior to the date of such Eurodollar Rate Loan is to be borrowedproposed borrowing, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance Revolving Loan to be borrowed, which amount shall be an integral multiple in a minimum amount of $250,000 500,000 and in integral multiples of $100,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Libor Rate Loans shall be for oneone (1), two (2), three (3) months or three (6) months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Libor Rate Loan shall be made available to the Borrowers during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Libor Rate Loan shall commence on the date such Eurodollar Libor Rate Loan is made and shall end on such date as Borrowing Agent the Borrower Representative may elect as set forth in subsection (b)(iii) above above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end on or after the last day of the TermFacility Termination Date. Borrowing Agent The Borrower Representative shall elect the initial Interest Period applicable to a Eurodollar Libor Rate Loan by its notice Notice of borrowing Loan given to Agent the Lender pursuant to Section 2.2(b) or by its notice Notice of conversion Loan given to Agent the Lender pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent The Borrower Representative shall elect the duration of each succeeding Interest Period by giving irrevocable written notice by providing a Notice of Loan to Agent the Lender of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Libor Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent Lender does not receive timely notice of the Interest Period elected by Borrowing Agentthe Borrower Representative, Borrowers the Borrower Representative shall be deemed to have elected to convert such Loan to a Domestic Base Rate Loan subject to Section 2.2(e) below2.2(d).
(d) Provided that no Event of Default shall have occurred and be continuing, any The Borrower Representative may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Libor Rate Loan, or on any Business Day with respect to Domestic Base Rate Loans, convert any such loan Loan into a loan Loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Libor Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Libor Rate Loan. If a Borrower desires to convert a loanLoan, Borrowing Agent the Borrower Representative shall give Agent written notice the Lender not less than three (3) Business Days’ prior written notice by providing a Notice of Loan to the Lender to convert from a Domestic Base Rate Loan to a Eurodollar Libor Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Libor Rate Loan to a Domestic Base Rate Loan, specifying the date of such conversion, the loans Loans to be converted and if the conversion is from a Domestic Base Rate Loan to any other type of loanLoan, the duration of the first Interest Period therefor; provided, however, a Borrower shall not be permitted to convert a Base Rate Loan to a Libor Rate Loan or continue to select a Libor Rate Loan during the continuance of a Default or an Event of Default. After giving effect to each such conversion, there shall not be outstanding more than eight five (8) Eurodollar 5) Libor Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days’ prior to the date of such prepaymentwritten notice, any a Borrower may prepay the Eurodollar Libor Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repaymentrepayment along with the payment of the Lender’s internal processing fees and all breakage fees, in each case, arising in connection of the prepayment of such Libor Rate Loans. Such The Borrower Representative shall specify the date of prepayment of the Loans or Advances which are Eurodollar Libor Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Libor Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower the Borrowers shall indemnify Agent and Lenders the Lender therefor in accordance with Section 2.2(f) hereof3.9.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 a.m. (i) 12 Noon (Chicago time) as to Advances bearing interest at the Base Rate, and (ii) 11:00 A.M. (Chicago time) as to Eurodollar Rate Loans, on a Business Day of a Borrower’s request to incur, on that dayday (subject to Section 2.2(b)), a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent Borrower shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days’ prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple in a minimum amount of $250,000 100,000 and in integral multiples of $100,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two two, three or three six months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing AgentBorrower, Borrowers Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent Borrower shall give Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight four (8) 4) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days’ prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder hereunder, shall forthwith be cancelled and Borrowers Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers Borrower shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Credit Loan and Security Agreement (Champion Parts Inc)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 a.m. 1:30 P.M. New York Time on a Business Day of a Borrower’s 's request to incur, on that day, a Revolving Advance hereunder. Subject to the satisfaction of the conditions set forth in Section 8.3 hereof, in the event Borrower desires an Equipment Loan, it shall give Agent at least three (3) Business Days' prior written notice. Should any amount required to be paid as principal or interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or LendersOther Document, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such principal, interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything irrevocable and such amounts shall be charged to the contrary contained herein, Borrower's Account as Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained hereinconstituting Domestic Rate Loans.
(b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent Borrower shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days' prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple in a minimum amount of $250,000 and an integral multiples of $50,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing AgentBorrower, Borrowers Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day subject to payment by Borrower of the then current Interest Period applicable any amounts due to Agent or any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate LoansLender under Section 2.2(f) hereof, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loanamount. If a Borrower desires to convert a loan, Borrowing Agent Borrower shall give Agent written notice not less than three (3) Business Days’ ' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s 's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight six (8) 6) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days' prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repaymentprepayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses (other than losses of anticipated profits) or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan on any day other than the last day of an Interest Period or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been givengiven on any day other than the last day of an Interest Period, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent Borrower shall be conclusive absent manifest errorerror and shall be in reasonable detail and with calculations and explanations of claimed amounts and circumstances giving rise to such events.
(g) Notwithstanding any other provision hereof, if after the date hereof, the adoption of any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “"Lender” " shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders such Lender to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from AgentAgent if then required by law, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers Borrower shall pay Agent, upon Agent’s 's request, such amount or amounts as may be necessary to compensate Lenders for any loss (excluding any loss of anticipated profits) or expense sustained or incurred by Lenders such Lender in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent Borrower shall be conclusive absent manifest errorerror and shall be in reasonable detail and with calculations and explanations of claimed amounts and circumstances giving rise to such events. If Agent or any Lender claims that it is unlawful to make or maintain its Eurodollar Loans, then Agent or such Lender shall use reasonable efforts (consistent with internal policy and legal and regulatory restrictions) to change the jurisdiction of its lending office if it will permit Agent or such Lender (as the case may be) to make or maintain such Eurodollar Rate Loans and would not, in the reasonable judgment of Agent or such Lender (as the case may be), be otherwise disadvantageous to Agent or such Lender (as the case may be).
Appears in 1 contract
Sources: Revolving Credit, Equipment Loan and Security Agreement (McMS Inc)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may Representative shall notify Agent Lender in writing prior to 10:00 a.m. 1:00 p.m. on a Business Day of a Borrower’s request to incur, on that such day, a Revolving Advance hereunderLoan. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or LendersLender, or with respect to any other Obligation, become due, the same shall be deemed a request for a Revolving Advance Loan charged to the Loan Account as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or LendersLender, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a Eurodollar SOFR Rate Loan, Borrowing Agent Borrower Representative shall give Agent written notice by notify Lender in writing no later than 10:00 11:00 a.m. on the day which is at least three (3) U.S. Government Securities Business Days prior to the date of such Eurodollar Rate Loan is to be borrowedproposed borrowing, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance Revolving Loan to be borrowed, which amount shall be an integral multiple in a minimum amount of $250,000 1,000,000 and in integral multiples of $100,000 thereafter, and (iii) whether the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall Term SOFR will be for one, two based upon a one (1) or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar (3) month in which case the Interest Period shall end on the next preceding Business Dayrate. No Eurodollar SOFR Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e) below.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower Representative may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar SOFR Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan Loan into a loan Loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar SOFR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar SOFR Rate Loan. If a Borrower desires to convert a loanLoan, Borrowing Agent Borrower Representative shall give Agent written notice Lender not less than three (3) U.S. Government Securities Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar SOFR Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar SOFR Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans Loans to be converted converted, and if the conversion is from a Domestic Rate Loan to any other type a SOFR Rate Loan, whether the Term SOFR will be based upon a one (1) or three (3) month rate; provided, however, Borrower shall not be permitted to convert a Domestic Rate Loan to a SOFR Rate Loan or continue to select a SOFR Rate Loan during the continuance of loan, the duration a Default or an Event of the first Interest Period thereforDefault. After giving effect to each such conversion, there shall not be outstanding more than eight three (8) Eurodollar 3) SOFR Rate Loans, in the aggregate.
(ed) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) U.S. Government Securities Business Days Days’ prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar SOFR Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower Representative shall specify the date of prepayment of Advances which that are Eurodollar SOFR Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar SOFR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders Lender therefor in accordance with Section 2.2(f) hereof3.8(d).
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 11:00 a.m. on a Business Day of a Borrower’s 's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days' prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple in a minimum amount of $250,000 1,000,000 and in integral multiples of $1,000,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two two, three or three six months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ ' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s 's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days' prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “"Lender” " shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s 's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Credit, Term Loan, Guaranty and Security Agreement (Sunsource Inc)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 a.m. 1:00 p.m. New York time on a Business Day of a Borrower’s 's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days' prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple in a minimum amount of $250,000 1,000,000 and in integral multiples of $500,000 in addition thereto, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two two, three or three six months; provided, if an Interest Period would end on a day -------- that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ ' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s 's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight five (8) 5) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days' prior to the date of such prepaymentwritten notice, any Borrower may prepay the any Eurodollar Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower Borrowers shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. For purposes of this Section, it shall be assumed that Agent or Lenders had obtained funds from such lenders of funds in order to make or maintain its Eurodollar Rate Loans hereunder, for a corresponding amount and term. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “"Lender” " shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s 's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Air Methods Corp)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 11:00 a.m. on a Business Day of a Borrower’s 's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or LendersOther Document, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days' prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple in a minimum amount of $250,000 1,000,000 and in integral multiples of $500,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; providedPROVIDED, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ ' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s 's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days prior to the date of such prepayment, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof[Intentionally Omitted].
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “"Lender” " shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s 's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Lesco Inc/Oh)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 a.m. 1:00 p.m. (Pittsburgh, Pennsylvania time) on a Business Day of a Borrower’s 's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give notify Agent written notice by in writing no later than 10:00 a.m. on the day which is 1:00 p.m. (Pittsburgh, Pennsylvania time) at least three (3) Business Days Days' prior to the date of such Eurodollar Rate Loan is to be borrowedproposed borrowing, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Revolving Advance to be borrowed, which amount shall be an in a minimum amount of Five Million and 00/100 Dollars ($5,000,000.00) and in integral multiple multiples of One Million and 00/100 Dollars ($250,000 1,000,000.00) thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for oneone (1), two (2) or three (3) months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers a Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. The Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ ' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s 's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor; provided, however, a Borrower shall not be permitted to convert a Domestic Rate Loan to a Eurodollar Rate Loan or continue to select a Eurodollar Rate Loan during the continuance of a Default or an Event of Default. After giving effect to each such conversion, there shall not be outstanding more than eight ten (8) 10) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days' prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive presumed correct absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “"Lender” " shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s 's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive presumed correct absent manifest error.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Imco Recycling Inc)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 11:00 a.m. on a Business Day of a Borrower’s 's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate LoanLoan and has become entitled to request a Eurodollar Rate Loan pursuant to Section 8.3 hereof, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days' prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an in a minimum amount of $500,000 and in integral multiple multiples of $250,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two two, or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ ' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s 's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight (8) Eurodollar Rate Loans.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days' prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “"Lender” " shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s 's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Rheometric Scientific Inc)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Administrative Agent prior to 10:00 a.m. 1:00 p.m. (Pittsburgh, Pennsylvania time) on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Administrative Agent, Collateral Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Administrative Agent, Collateral Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give notify Administrative Agent written notice by in writing no later than 10:00 a.m. on the day which is 1:00 p.m. (Pittsburgh, Pennsylvania time) at least three (3) Business Days Days’ prior to the date of such Eurodollar Rate Loan is to be borrowedproposed borrowing, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Revolving Advance to be borrowed, which amount shall be an in a minimum amount of Five Million and 00/100 Dollars ($5,000,000.00) and in integral multiple multiples of One Million and 00/100 Dollars ($250,000 1,000,000.00) thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for oneone (1), two (2), three (3) or three six (6) months; provided, (A) if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business DayDay and (B) the Borrowing Agent shall not select, convert to or renew any Interest Period for any portion of the Revolving Advances that ends after the last day of the Term. No Eurodollar Rate Loan shall be made available to Borrowers a Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. The Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Administrative Agent pursuant to Section 2.2(b) [Procedure for Borrowing Advances] or by its notice of conversion given to Administrative Agent pursuant to Section 2.2(e)2.2(d) [Procedure for Borrowing Advances], as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Administrative Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Administrative Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) below[Procedure for Borrowing Advances] hereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Administrative Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor; provided, however, a Borrower shall not be permitted to convert a Domestic Rate Loan to a Eurodollar Rate Loan or continue to select a Eurodollar Rate Loan during the continuance of a Default or an Event of Default. After giving effect to each such conversion, there shall not be outstanding more than eight ten (8) 10) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days’ prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time time, without premium or penalty (except as set forth in the last sentence of this Section 2.2(e)), but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Administrative Agent and Lenders therefor in accordance with Section 2.2(f) [Procedure for Borrowing Advances] hereof.
(f) Each Borrower shall indemnify Administrative Agent and Lenders and hold Administrative Agent and Lenders harmless from and against any and all losses or expenses that Administrative Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Administrative Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Administrative Agent or any Lender to Borrowing Agent shall be conclusive presumed correct absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Administrative Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Administrative Agent, upon Administrative Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive presumed correct absent manifest error.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Imco Recycling Inc)
Procedure for Borrowing Advances. (a) The Borrowing Agent on behalf of any Borrower may notify the Agent prior to 10:00 a.m. 12:00 p.m. (Cleveland, Ohio time) on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or LendersOther Document, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or LendersOther Document, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Libor Rate Loan, the Borrowing Agent shall give notify the Agent written notice by in writing no later than 10:00 a.m. on the day which is (Cleveland, Ohio time) at least three (3) Business Days Days’ prior to the date of such Eurodollar Rate Loan is to be borrowedproposed borrowing, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Revolving Advance to be borrowed, which amount shall be an in a minimum amount of One Million and 00/100 Dollars ($1,000,000.00) and in integral multiple multiples of Five Hundred Thousand and 00/100 Dollars ($250,000 500,000.00) thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Libor Rate Loans shall be for oneone (1), two (2), three (3) or three six (6) months; provided, (A) if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business DayDay and (B) the Borrowing Agent shall not select, convert to or renew any Interest Period for any portion of the Revolving Advances that ends after the last day of the Term. No Eurodollar Libor Rate Loan shall be made available to Borrowers a Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Libor Rate Loan shall commence on the date such Eurodollar Libor Rate Loan is made and shall end on such date as the Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. The Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Libor Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.2(b) or by its notice of conversion given to the Agent pursuant to Section 2.2(e2.2(d), as the case may be. The Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Libor Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by the Borrowing Agent, the Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Libor Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Libor Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Libor Rate Loan. If a Borrower desires to convert a loan, the Borrowing Agent shall give the Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Libor Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Libor Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor; provided, however, a Borrower shall not be permitted to convert a Domestic Rate Loan to a Libor Rate Loan or continue to select a Libor Rate Loan during the continuance of a Default or an Event of Default. After giving effect to each such conversion, there shall not be outstanding more than eight seven (8) Eurodollar 7) Libor Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days’ prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Libor Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Libor Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Libor Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify the Agent and the Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless from and against any and all losses or expenses that the Agent and the Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Libor Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Libor Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or the Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Libor Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to the Borrowing Agent shall be conclusive presumed correct absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Libor Rate Loans) to make or maintain its Eurodollar Libor Rate Loans, the obligation of the Lenders to make Eurodollar Libor Rate Loans hereunder shall forthwith be cancelled and the Borrowers shall, if any affected Eurodollar Libor Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Libor Rate Loans or convert such affected Eurodollar Libor Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Libor Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Libor Rate Loan, the Borrowers shall pay the Agent, upon the Agent’s request, such amount or amounts as may be necessary to compensate the Lenders for any loss or expense sustained or incurred by the Lenders in respect of such Eurodollar Libor Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by the Lenders to lenders of funds obtained by the Lenders in order to make or maintain such Eurodollar Libor Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Lenders to the Borrowing Agent shall be conclusive presumed correct absent manifest error.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Radnor Holdings Corp)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 11:00 a.m. (Pittsburgh, Pennsylvania time) on a Business Day of a Borrower’s 's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give notify Agent written notice by in writing no later than 10:00 a.m. on the day which is (Pittsburgh, Pennsylvania time) at least three (3) Business Days Days' prior to the date of such Eurodollar Rate Loan is to be borrowedproposed borrowing, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Revolving Advance to be borrowed, which amount shall be an in a minimum amount of Five Million and 00/100 Dollars ($5,000,000.00) and in integral multiple multiples of One Million and 00/100 Dollars ($250,000 1,000,000.00) thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for oneone (1), two (2), three (3) or three six (6) months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. The Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ ' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s 's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight five (8) 5) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days' prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest demonstrable error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “"Lender” " shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s 's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Allegheny Technologies Inc)
Procedure for Borrowing Advances. (a) In order to request a Borrowing, the Company shall hand deliver or telecopy to the Administrative Agent a duly completed Request for Financing (or telephone the Administrative Agent, promptly confirmed with a written and duly completed Request for Financing) (i) in the case of a LIBOR Borrowing Agent not later than 1:00 p.m., Chicago time, three Business Days before a proposed Borrowing, and (ii) in the case of a Prime Rate Borrowing, not later than 2:00 p.m., Chicago time, one Business Day before a proposed Borrowing. Each Request for Financing (including a telephonic Request for Financing) shall be irrevocable, shall be signed by or on behalf of any Borrower may notify Agent prior to 10:00 a.m. on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same the Company and shall be deemed a request for a Revolving Advance as of specify the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of following information: (i) the existence whether such Borrowing is to be a LIBOR Borrowing or continuance of any Default or Event of Default, a Prime Rate Borrowing; (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is three (3) Business Days prior to the date such Eurodollar Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing such Borrowing (which shall be a Business DayDay and is defined herein as the "Drawdown Date"), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $250,000 and ; (iii) the duration number and location of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans account to which funds are to be disbursed (which shall be for one, two or three months; provided, if an Interest Period would end on a day account that is not a Business Day, it shall end on complies with the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers during the continuance requirements of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section subsection 2.2(d)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a LIBOR Borrowing, there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Eurodollar Prime Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may beBorrowing. Borrowing Agent shall elect the duration of each succeeding If no Interest Period by giving irrevocable written notice with respect to Agent of any LIBOR Borrowing is specified in any such duration not later than 10:00 a.m. on notice, then the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers Company shall be deemed to have elected selected an Interest Period of one month’s 's duration. If The Administrative Agent does not receive timely shall promptly advise the Lenders of any notice given pursuant to this Section 2.2 (and the contents thereof), of each Lender's portion of the Interest Period elected requested Borrowing and the account to which Advances made in connection with the requested Borrowing are to be wired. The aggregate amount to be advanced by Borrowing Agent, Borrowers the Lenders pursuant to a Request for Financing satisfying the foregoing shall be deemed to have elected to convert limited to a Domestic Rate Loan principal amount which shall equal the lesser of (x) the amount requested as an Advance pursuant to such Request for Financing, or (y) subject to Section 2.2(e2.1 hereof, the Available Commitment.
(b) belowEach Advance shall be made as part of a Borrowing consisting of Advances made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any Advance 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 Advance required to be made by such other Lender).
(c) Subject to Section 2.11, each Borrowing shall be comprised entirely of Prime Advances or LIBOR Advances as the Company may request pursuant to subsection 2.1(a). Each Lender may at its option make any LIBOR Advance by causing any domestic or foreign branch of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of the Company to repay such Advance in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that the Company shall not be entitled to request any Borrowing which, if made, would result in more than ten LIBOR Borrowings outstanding hereunder at any 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.
(d) Provided that no Event of Default Each Lender shall have occurred and make each Advance to be continuing, any Borrower may, made by it hereunder on the last Business Day Drawdown Date thereof by wire transfer of immediately available funds to such account in Chicago as the then current Interest Period applicable Administrative Agent may designate not later than 12:00 p.m., Chicago time, and the Administrative Agent shall, promptly upon receipt thereof, credit the amounts so received to any outstanding Eurodollar Rate Loanan account as designated by the Company, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of applicable Request for Financing, or, if a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight (8) Eurodollar Rate Loansoccur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.
(e) At its option and upon written Unless the Administrative Agent shall have received notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days from a Lender prior to the date of any Borrowing that such prepaymentLender will not make available to the Administrative Agent such Lender's portion of such Borrowing, any Borrower the Administrative Agent may prepay assume that such Lender has made such portion available to the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest Administrative Agent on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor Borrowing in accordance with Section 2.2(fsubsection 2.2(d) hereof.
above and the Administrative Agent may, in reliance upon such assumption make available to the Company 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 Company 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 Company until the date such amount is repaid to the Administrative Agent at (fi) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment case of the principal Company, the interest rate(s) applicable at the time to the Advances comprising such Borrowing and (ii) in the case of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing ofsuch Lender, a prepayment rate determined by the Administrative Agent to represent its cost of overnight or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of short-term funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent (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 Advance as part of such Borrowing for purposes of this Agreement. If the Company shall repay to the Administrative Agent such corresponding amount, such amount shall be deemed not to have been borrowed hereunder for purposes of utilization of the Maximum Commitment.
(gf) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g)Agreement, the term “Lender” Company shall include not be entitled to request any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in with respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to LIBOR Borrowing that would end after the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest errorMaturity Date.
Appears in 1 contract
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 a.m. 12:00 noon on a Business Day of a Borrower’s 's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is three prior to 12:00 noon at least two (32) Business Days Days' prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an in a minimum amount of $1,000,000 and in integral multiple multiples of $250,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for seven days or one, two two, three, or three six months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent prior to 12:00 noon of such duration not later less than 10:00 a.m. on the day which is three two (32) Business Days prior to the last 20 day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice prior to 12:00 noon not less than three two (32) Business Days’ Days prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one two (12) Business Day’s Days prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight five (8) 5) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days' prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “"Lender” " shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such 21 payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s 's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Foster L B Co)
Procedure for Borrowing Advances. (a) The Borrowing Agent on behalf of any Borrower may notify Agent the Lender prior to 10:00 a.m. 12:00 noon (Cleveland, Ohio time) on a Business Day of a Borrower’s 's request to incurobtain, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lendersthe Lender, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lendersthe Lender, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Libor Rate Loan, the Borrowing Agent shall give Agent written notice by notify the Lender in writing no later than 10:00 11:00 a.m. on the day which is (Cleveland, Ohio time) at least three (3) Business Days Days' prior to the date of such Eurodollar Rate Loan is to be borrowedproposed borrowing, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Revolving Advance to be borrowed, which amount shall be an in a minimum amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) and in integral multiple multiples of One Hundred Thousand and 00/100 Dollars ($250,000 100,000.00) thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Libor Rate Loans shall be for oneone (1), two (2), three (3) months or three six (6) months; provided, (A) if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business DayDay and (B) the Borrowing Agent shall not select, convert to or renew any Interest Period for any portion of the Revolving Advances that ends after the last day of the Term. No Eurodollar Libor Rate Loan shall be made available to Borrowers a Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Libor Rate Loan shall commence on the date such Eurodollar Libor Rate Loan is made and shall end on such date as the Borrowing Agent may elect as set forth in subsection (b)(iii) above above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. The Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Libor Rate Loan by its notice of borrowing given to Agent the Lender pursuant to Section 2.2(b) or by its notice of conversion given to Agent the Lender pursuant to Section 2.2(e2.2(d), as the case may be. The Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent the Lender of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Libor Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent Lender does not receive timely notice of the Interest Period elected by the Borrowing Agent, the Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Libor Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount amount, provided that any conversion of a Eurodollar Libor Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Libor Rate Loan. If a Borrower desires to convert a loan, the Borrowing Agent shall give Agent written notice the Lender not less than three (3) Business Days’ ' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Libor Rate Loan or one (1) Business Day’s 's prior written notice to convert from a Eurodollar Libor Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor; provided, however, a Borrower shall not be permitted to convert a Domestic Rate Loan to a Libor Rate Loan or continue to select a Libor Rate Loan during the continuance of a Default or an Event of Default. After giving effect to each such conversion, there shall not be outstanding more than eight five (8) Eurodollar 5) Libor Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days' prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Libor Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Libor Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Libor Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders the Lender therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders the Lender and hold Agent and Lenders the Lender harmless from and against any and all losses or expenses that Agent and Lenders the Lender may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Libor Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Libor Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders the Lender to lenders of funds obtained by it in order to make or maintain its Eurodollar Libor Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any the Lender to the Borrowing Agent shall be conclusive presumed correct absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any the Lender (for purposes of this subsection (g), the term “"Lender” " shall include any the Lender and the office or branch where any the Lender or any corporation or bank controlling such the Lender makes or maintains any Eurodollar Libor Rate Loans) to make or maintain its Eurodollar Libor Rate Loans, the obligation of Lenders the Lender to make Eurodollar Libor Rate Loans hereunder shall forthwith be cancelled and the Borrowers shall, if any affected Eurodollar Libor Rate Loans are then outstanding, promptly upon request from Agentthe Lender, either pay all such affected Eurodollar Libor Rate Loans or convert such affected Eurodollar Libor Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Libor Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Libor Rate Loan, the Borrowers shall pay Agentthe Lender, upon Agent’s the Lender's request, such amount or amounts as may be necessary to compensate Lenders the Lender for any loss or expense sustained or incurred by Lenders the Lender in respect of such Eurodollar Libor Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders the Lender to lenders of funds obtained by Lenders the Lender in order to make or maintain such Eurodollar Libor Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders the Lender to the Borrowing Agent shall be conclusive presumed correct absent manifest error.
Appears in 1 contract
Sources: Credit and Security Agreement (Blonder Tongue Laboratories Inc)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any The Borrower Representative may notify Agent from time to time prior to 10:00 a.m. on a Business Day of a Borrower’s the Revolving Period Termination Date request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of by:
(i) delivering to the existence or continuance of any Default or Event of DefaultAgent, the Calculation Agent and the Valuation Agent a Borrowing Notice for such proposed Advance; and
(ii) simultaneously with delivery of such Borrowing Notice (or not more than fifteen (15) Business Days prior thereto) posting to the fact that Data Site the aggregate outstanding amount of all Revolving Advances after giving effect Document Packages relating to each Property relating to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained hereinproposed Advance.
(b) Notwithstanding Following delivery of a Borrowing Notice:
(i) the provisions of (a) aboveCalculation Agent shall, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is within three (3) Business Days prior after receipt by it of such Borrowing Notice, either (A) provide to the date Agent its Borrowing Notice Certification or (B) if it has found any deficiency therein, notify the Agent, the Valuation Agent and the Borrower Representative of such Eurodollar Rate Loan is to be borrowed, specifying deficiency (i) the date of the proposed borrowing (which shall be a Business Day“Deficiency Notice”), ;
(ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $250,000 and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect request the initial Interest Period applicable Valuation Agent to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 10:00 a.m. on the day which is certify within three (3) Business Days after receipt such Borrowing Notice, that (i) it has reviewed each Document Package related to such proposed Advance, that there is no Deficiency with respect to any such Document Package, (ii) it has completed its due diligence review of each Property subject to the proposed Advance, including, without limitation, that it has determined that each such Property is an Eligible Property, (iii) Property Valuations have been prepared (and which shall not be older than 60 days prior to the last day related proposed Borrowing Date) and completed by it for each Property to which such proposed Advance relates (the Agent shall direct the Valuation Agent to post copies of the then current Interest Period applicable related BPOs to the Data Site) and (iv) it has determined the Property Value for each Property to which such Eurodollar Rate Loanproposed Advance relates; and 53570.000371 EMF_US 44362017v35
(iii) upon receipt by the Agent of the Calculation Agent’s certification described in Section 2.2(b)(i) and the Valuation Agent’s confirmation described in Section 2.2(b)(ii), the Agent shall deliver copies thereof, together with the related Borrowing Notice to each Lender (collectively, the “Borrowing Certifications”); and
(iv) on the third (3rd) Business Day after delivery by the Agent to each Lender of the Borrowing Certifications for a proposed Advance, each Lender shall, subject to the conditions contained herein, advance an amount equal to its Pro Rata Share of the amount of the proposed Advance in accordance with Section 2.2(f).
(c) Upon delivery to the Borrower Representative of a Deficiency Notice, the Borrower Representative shall forthwith deliver to the Agent, the Calculation Agent and the Valuation Agent a new Borrowing Notice, any related Document Packages (including any revisions or updates thereto) to correct each of the deficiencies noted in such Deficiency Notice. If the Valuation Agent receives timely notice determines that a Deficiency exists, the Borrower Representative shall either revise the Document Package for the Properties with respect to which a Deficiency has been identified or remove such Properties from the requested Borrowing Notice and, in each such case, shall forthwith deliver to the Agent, the Calculation Agent and the Valuation Agent a new Borrowing Notice. It is understood and agreed that (i) the Borrower Representative may modify any Borrowing Notice based on the findings of the Interest Period elected by Borrowing Agent, but the Calculation Agent and the Valuation Agent following the review process set forth in Section 2.2(b)(i) and Section 2.2(b)(ii) and (ii) such findings and modifications may cause delays with respect to the occurrence of a proposed Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e) belowDate.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan Each Borrowing Notice shall be made only on irrevocable and shall specify: the last Business Day of the then current Interest Period applicable proposed Borrowing Date, each Borrower related to such Eurodollar Rate Loan. If a Borrower desires Advance, each Property related to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversionproposed Advance, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect Asset Purchase Price related to each such conversion, there shall not be outstanding more than eight (8) Eurodollar Rate Loans.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days prior to the date of such prepayment, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans Property and the amount of such prepaymentthe Advance requested, which shall be in an amount at least equal to five million dollars ($5,000,000) with integral multiples of ten thousand dollars ($10,000) in excess thereof. In connection with each Borrowing Notice, the event Borrower Representative shall certify on behalf of each Borrower that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day each of the then current Interest Period Properties related to such proposed Advance is an Eligible Property, each of the representations and warranties on Schedule 2 hereto with respect theretoto each such Property is true and correct and that each of the documents contained in each of the related Document Packages is true and complete copy of the original document and no Trigger Event, such Borrower Default or Event of Default exists. The Borrowers shall indemnify the Agent and the Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses loss or expenses that expense incurred by the Agent and Lenders may sustain or incur any of the Lenders, either directly or indirectly as a consequence result of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing ofany requested Advance, a prepayment including any loss (including loss of profit) or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable expense incurred by the Agent or Lenders to lenders any Lender, either directly or indirectly by reason of the liquidation or reemployment of funds obtained acquired by it any Lender (including obtaining deposits or loans from third parties) in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest errorfund such requested Advance.
(g) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Credit Agreement (Silver Bay Realty Trust Corp.)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower Borrowers may notify Agent prior to 10:00 11:00 a.m. on a Business Day of a Borrower’s 's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent Borrowers shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days' prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an in a minimum amount of One Million Dollars ($1,000,000.00) and in integral multiple multiples of One Hundred Thousand Dollars ($250,000 100,000.00) thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two two, three or three six months; provided, -------- if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent Borrowers may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent Borrowers shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent Borrowers shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing AgentBorrowers, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent Borrowers shall give Agent written notice not less than three (3) Business Days’ ' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s 's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight four (8) 4) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days' prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent Borrowers shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “"Lender” " shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s 's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent Borrowers shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Credit Loan and Security Agreement (Intelligroup Inc)
Procedure for Borrowing Advances. (a) Borrowing The Borrower Representative shall notify the Agent on behalf by providing the Agent with a notice of any Borrower may notify Agent loan substantially in the form attached hereto as Exhibit D hereto (a “Notice of Loan”) prior to 10:00 11:00 a.m. on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance Loan hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or Lendersany Lender, or with respect to any other Obligation, become due, the same shall be deemed a request for a Revolving Advance Loan charged to the Loan Account as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent the Agent, any Lender or Lendersthe Issuer, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of subsection (a) above, in the event any a Borrower desires to obtain a Eurodollar Libor Rate Loan, Borrowing the Borrower Representative shall notify the Agent shall give in writing by providing a Notice of Loan to the Agent written notice by no later than 10:00 11:00 a.m. on the day which is at least three (3) Business Days Days’ prior to the date of such Eurodollar Rate Loan is to be borrowedproposed borrowing, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance Revolving Loan to be borrowed, which amount shall be an integral multiple in a minimum amount of $250,000 1,000,000 and in integral multiples of $100,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Libor Rate Loans shall be for oneone (1), two (2), or three (3) months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Libor Rate Loan shall be made available to the Borrowers during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Libor Rate Loan shall commence on the date such Eurodollar Libor Rate Loan is made and shall end on such date as Borrowing Agent the Borrower Representative may elect as set forth in subsection (b)(iii) above above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end on or after the last day of the TermFacility Termination Date. Borrowing Agent The Borrower Representative shall elect the initial Interest Period applicable to a Eurodollar Libor Rate Loan by its notice Notice of borrowing Loan given to the Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e(d), as the case may be. Borrowing Agent The Borrower Representative shall elect the duration of each succeeding Interest Period by giving irrevocable written notice by providing a Notice of Loan to the Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Libor Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agentthe Borrower Representative, Borrowers the Borrower Representative shall be deemed to have elected to convert such Loan to a Domestic Base Rate Loan subject to Section 2.2(e) below2.2(d).
(d) Provided that no Event of Default shall have occurred and be continuing, any The Borrower Representative may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Libor Rate Loan, or on any Business Day with respect to Domestic Base Rate Loans, convert any such loan Loan into a loan Loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Libor Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Libor Rate Loan. If a Borrower desires to convert a loanLoan, Borrowing Agent the Borrower Representative shall give the Agent written notice not less than three (3) Business Days’ prior written notice by providing a Notice of Loan to convert from a Domestic Base Rate Loan to a Eurodollar Libor Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Libor Rate Loan to a Domestic Base Rate Loan, specifying the date of such conversion, the loans Loans to be converted and if the conversion is from a Domestic Base Rate Loan to any other type of loanLoan, the duration of the first Interest Period therefor; provided, however, a Borrower shall not be permitted to convert a Base Rate Loan to a Libor Rate Loan or continue to select a Libor Rate Loan during the continuance of a Default or an Event of Default. After giving effect to each such conversion, there shall not be outstanding more than eight six (8) Eurodollar 6) Libor Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days’ prior to the date of such prepaymentwritten notice, any a Borrower may prepay the Eurodollar Libor Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repaymentrepayment and the payment of the internal processing fees of the Agent and any breakage fees in each case arising from the prepayment of such Libor Rate Loans. Such The Borrower Representative shall specify the date of prepayment of Advances which are Eurodollar Libor Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Libor Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower the Borrowers shall indemnify the Agent and the Lenders therefor in accordance with Section 2.2(f) hereof3.9.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Credit and Security Agreement (Ramaco Resources, Inc.)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 a.m. 12:00 Noon (Central Time) on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything , provided, however, with respect to any of the contrary contained hereinforegoing items that represent Loan Agreement Non-Recurring Expenses, Revolving Advances deemed Agent or the applicable Lender regarding any such expense amount agrees to be requested pursuant provide to Borrowing Agent the previous sentence invoice relating thereto for Borrowers’ review and to allow Borrowing Agent to address any concerns it may be made have with respect to any such invoice with Agent or such Lender, as applicable, although it is understood that such a procedure shall not diminish or otherwise affect the status of any such expenses as Obligations hereunder nor act to impair the ability of the Agent ultimately to effect payment of such expenses regardless of (i) the existence foregoing Borrower review. Further, Agent and Lenders shall not be liable to Borrower or continuance any other party for any damages of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect nature for any failure to provide any such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained hereininvoices to Borrower.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days’ prior to the date written notice, which notice shall be received by Agent no later than 12:00 Noon (Central Time) on a Business Day for such Eurodollar Rate Loan is Business Day to be borrowedincluded as one of such three required Business Days, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple in a minimum amount of $250,000 500,000 and in integral multiples of $500,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two two, three or three six months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely , which notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed received by Agent no later than 12:00 Noon (Central Time) on a Business Day for such Business Day to have elected an Interest Period be included as one of one month’s durationsuch three (3) required Business Days. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) herein below.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefortherefore, with any such notice to be received by Agent no later than 12:00 Noon (Central Time) on a Business Day for such Business Day to be included as one of such three required Business Days or as the one required Business Day, as applicable, as noted above. After giving effect to each such conversion, there shall not be outstanding more than eight six (8) 6) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. one (Philadelphia time) at least three (31) Business Days Day prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof. Partial prepayments of Advances shall be in an aggregate principal amount of $500,000 or a whole multiple thereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts that describes in reasonable detail the calculations thereof payable pursuant to the foregoing sentence submitted by Agent or any Lender Lenders to Borrowing Agent shall be conclusive absent manifest error; such certificate is to be delivered to Borrowing Agent in a timely manner under the then applicable circumstances and generally is to be delivered to Borrowing Agent three Business days prior to the applicable due date of any payment or conversion with payment thereof to be due no later than the applicable conversion date or prepayment date giving rise thereto.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) Loans to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder hereunder, as the case may be, shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts that describes in reasonable terms the calculations thereof payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest errorerror and shall be delivered to the Borrowing Agent three Business Days prior to the due date of any such payment.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Maxum Petroleum Holdings, Inc.)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 11:00 a.m. (Pittsburgh, Pennsylvania time) on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give notify Agent written notice by in writing no later than 10:00 a.m. on the day which is (Pittsburgh, Pennsylvania time) at least three (3) Business Days Days’ prior to the date of such Eurodollar Rate Loan is to be borrowedproposed borrowing, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Revolving Advance to be borrowed, which amount shall be an in a minimum amount of Five Million and 00/100 Dollars ($5,000,000.00) and in integral multiple multiples of One Million and 00/100 Dollars ($250,000 1,000,000.00) thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for oneone (1), two (2), three (3) or three six (6) months; provided, (A) if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business DayDay and (B) the Borrowing Agent shall not select, convert to or renew any Interest Period for any portion of the Revolving Advances that ends after the last day of the Term. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. The Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight five (8) 5) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days’ prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time time, without premium or penalty (except as set forth in the last sentence of this Section 2.2(e)), but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest demonstrable error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Allegheny Technologies Inc)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any The Borrower Representative may notify Agent from time to time prior to 10:00 a.m. on a Business Day of a Borrower’s the Revolving Period Termination Date request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of by:
(i) delivering to the existence or continuance of any Default or Event of DefaultAgent, the Calculation Agent and the Valuation Agent a Borrowing Notice for such proposed Advance; and
(ii) simultaneously with delivery of such Borrowing Notice (or not more than fifteen (15) Business Days prior thereto) posting to the fact that Data Site the aggregate outstanding amount of all Revolving Advances after giving effect Document Packages relating to each Property relating to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained hereinproposed Advance.
(b) Notwithstanding Following delivery of a Borrowing Notice:
(i) the provisions of (a) aboveCalculation Agent shall, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is within three (3) Business Days prior after receipt by it of such Borrowing Notice, either (A) provide to the date Agent its Borrowing Notice Certification or (B) if it has found any deficiency therein, notify the Agent, the Valuation Agent and the Borrower Representative of such Eurodollar Rate Loan is to be borrowed, specifying deficiency (i) the date of the proposed borrowing (which shall be a Business Day“Deficiency Notice”), ;
(ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $250,000 and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect request the initial Interest Period applicable Valuation Agent to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 10:00 a.m. on the day which is certify within three (3) Business Days after receipt such Borrowing Notice, that (i) it has reviewed each Document Package related to such proposed Advance, that there is no Deficiency with respect to any such Document Package, (ii) it has completed its due diligence review of each Property subject to the proposed Advance, including, without limitation, that it has determined that each such Property is an Eligible Property, (iii) Property Valuations have been prepared (and which shall not be older than 60 days prior to the last day related proposed Borrowing Date) and completed by it for each Property to which such proposed Advance relates (the Agent shall direct the Valuation Agent to post copies of the then current Interest Period applicable related BPOs to the Data Site) and (iv) it has determined the Property Value for each Property to which such Eurodollar Rate Loanproposed Advance relates; and
(iii) upon receipt by the Agent of the Calculation Agent’s certification described in Section 2.2(b)(i) and the Valuation Agent’s confirmation described in Section 2.2(b)(ii), the Agent shall deliver copies thereof, together with the related Borrowing Notice to each Lender (collectively, the “Borrowing Certifications”); and
(iv) on the third (3rd) Business Day after delivery by the Agent to each Lender of the Borrowing Certifications for a proposed Advance, each Lender shall, subject to the conditions contained herein, advance an amount equal to its Pro Rata Share of the amount of the proposed Advance in accordance with Section 2.2(f).
(c) Upon delivery to the Borrower Representative of a Deficiency Notice, the Borrower Representative shall forthwith deliver to the Agent, the Calculation Agent and the Valuation Agent a new Borrowing Notice, any related Document Packages (including any revisions or updates thereto) to correct each of the deficiencies noted in such Deficiency Notice. If the Valuation Agent receives timely notice determines that a Deficiency exists, the Borrower Representative shall either revise the Document Package for the Properties with respect to which a Deficiency has been identified or remove such Properties from the requested Borrowing Notice and, in each such case, shall forthwith deliver to the Agent, the Calculation Agent and the Valuation Agent a new Borrowing Notice. It is understood and agreed that (i) the Borrower Representative may modify any Borrowing Notice based on the findings of the Interest Period elected by Borrowing Agent, but the Calculation Agent and the Valuation Agent following the review process set forth in Section 2.2(b)(i) and Section 2.2(b)(ii) and (ii) such findings and modifications may cause delays with respect to the occurrence of a proposed Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e) belowDate.
(d) Provided Each Borrowing Notice shall be irrevocable and shall specify: (i) the proposed Borrowing Date, (ii) each Borrower related to such Advance, (iii) each Property related to such proposed Advance, (iv) the Asset Purchase Price related to each such Property and (v) the amount of the Advance requested, which shall be in an amount at least equal to five million dollars ($5,000,000) with integral multiples of ten thousand dollars ($10,000) in excess thereof. In connection with each Borrowing Notice, the Borrower Representative shall certify on behalf of each Borrower that (A) each of the Properties related to such proposed Advance is an Eligible Property, (B) each of the representations and warranties on Schedule 2 hereto with respect to each such Property is true and correct and that each of the documents contained in each of the related Document Packages is true and complete copy of the original document and (C) no Trigger Event, Default or Event of Default exists. The Borrowers shall have occurred indemnify the Agent and be continuing, the Lenders against any Borrower may, on loss or expense incurred by the last Business Day Agent or any of the then current Interest Period applicable to any outstanding Eurodollar Rate LoanLenders, either directly or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight (8) Eurodollar Rate Loans.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days prior to the date of such prepayment, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur indirectly as a consequence result of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing ofany requested Advance, a prepayment including any loss (including loss of profit) or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable expense incurred by the Agent or Lenders to lenders any Lender, either directly or indirectly by reason of the liquidation or reemployment of funds obtained acquired by it any Lender (including obtaining deposits or loans from third parties) in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or fund such requested Advance.
(e) The obligations of any Lender to Borrowing Agent make Advances hereunder are several from the obligations of any other Lenders. The failure of any Lender to make available its Pro Rata Share of any Advance hereunder shall not release the obligations of any other Lender to make available its Pro Rata Share of any Advance hereunder, but no Lender shall be conclusive absent manifest errorresponsible for the failure of any other Lender to make available its Pro Rata Share of any Advance hereunder.
(f) On each Borrowing Date, subject to the satisfaction of the applicable conditions precedent specified in Section 3.2, each Lender shall remit its Pro Rata Share of the Advance requested by the Borrowers to the Loan Account (or any other account designated in writing by the Agent to such Lender) by 1:00 p.m. (New York City time) by wire transfer of same day funds. Upon receipt of such funds, the Paying Agent, in accordance with the written instruction of the Agent (which may be in electronic form) received no later than 4:00 p.m. (New York City time) one (1) Business Day prior to such Borrowing Date, shall remit such funds by wire transfer of same day funds (i) to the Agent in the amount of any unpaid fees, costs or expenses of the Agent, (ii) to the Valuation Agent, in the amount of any unpaid fees, costs or expenses of the Valuation Agent, (iii) to each Reserve Account in the amount of the related Reserve Account Deposit Amount with respect to the proposed Advance, (iv) to the Flood Damage Reserve Account in the amount of any Flood Damage Deposit Amount not yet deposited to the Flood Damage Reserve Account and (v) the balance of such funds to the accounts specified in such related Borrowing Notice by 4:00 p.m. (New York City time), to the extent it has received such funds from the Lenders no later than 1:00 p.m. (New York City time). Funds received by the Paying Agent from any Lender after 1:00 p.m. (New York City time) on any Business Day may, at the discretion of the Paying Agent, be deemed to have been received on the next Business Day.
(g) Notwithstanding In no event shall:
(i) any other provision hereofLender be required on any date to fund its Pro Rata Share of any Advance that would cause the Advances Outstanding, determined after giving effect to the requested Advance, to exceed the Facility Amount;
(ii) any Lender be required on any date to fund its Pro Rata Share of any Advance that would cause such Lender’s Pro Rata Share of the Advances Outstanding, determined after giving effect to the requested Advance, to exceed such Lender’s Commitment;
(iii) any Lender be required on any date to fund its Pro Rata Share of any Advance that would cause the Allocated Loan Amount for any Property to exceed the Allocated Loan Amount agreed to by the Agent for such Property;
(iv) any Lender be required on any date to fund its Pro Rata Share of any Advance that would cause the Allocated Loan Amount for any Property to exceed the Maximum Allocated Loan Amount for such Property;
(v) any Lender be required on any date to fund its Pro Rata Share of any Advance if any Trigger Event exists on such date;
(vi) any Lender be required on any date to fund its Pro Rata Share of any Advance unless the amount on deposit in the Monthly Net Cash Flow Reserve Account on the related Borrowing Date is at least equal to the Monthly Net Cash Flow Reserve Account Required Amount (determined after giving effect to the requested Advance);
(vii) any Lender be required on any date to fund its Pro Rata Share of any Advance unless, on the related Borrowing Date, the aggregate Monthly Net Cash Flow Reserve Account Deposit Amount, if any, related to Properties to be funded by such required Advance will be credited to the Monthly Net Cash Flow Reserve Account from proceeds of such proposed Advance;
(viii) any Applicable Law, treaty, regulation or directive, or Lender be required on any change therein or date to fund its Pro Rata Share of any Advance unless the amount on deposit in the interpretation or application thereof, shall make it unlawful for Interest Reserve Account on the related Borrowing Date is at least equal to the Interest Reserve Account Required Amount (determined after giving effect to the requested Advance);
(ix) any Lender (for purposes be required on any date to fund its Pro Rata Share of this subsection (g)any Advance unless, on the related Borrowing Date, the term “Lender” shall include aggregate Interest Reserve Account Deposit Amount relating to the Properties to be funded by such required Advance will be credited to the Interest Reserve Account from proceeds of such proposed Advance;
(x) any Lender be required on any date to fund its Pro Rata Share of any Advance unless the amount on deposit in the Insurance and Tax Reserve Account on the office or branch where related Borrowing Date is at least equal to the Insurance and Tax Reserve Account Required Amount (determined after giving effect to the requested Advance);
(xi) any Lender or be required on any corporation or bank controlling such Lender makes or maintains date to fund its Pro Rata Share of any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate LoansAdvance unless, on the related Borrowing Date, the obligation aggregate Insurance and Tax Reserve Account Initial Deposit Amount for such Advance will be credited to the Insurance and Tax Reserve Account from proceeds of Lenders such proposed Advance;
(xii) any Lender be required on any date to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion fund its Pro Rata Share of any Eurodollar Rate Loan Advance unless the amount on deposit in the Ongoing Reserve Account on the related Borrowing Date is made at least equal to the Ongoing Reserve Account Required Amount (determined after giving effect to the requested Advance);
(xiii) any Lender be required on a day that any date to fund its Pro Rata Share of any Advance unless, on the related Borrowing Date, the aggregate Ongoing Reserve Account Deposit Amount relating to the Properties to be funded by such required Advance will be credited to the Ongoing Reserve Account from proceeds of such proposed Advance;
(xiv) any Lender be required on any date to fund its Pro Rata Share of any Advance unless, on the related Borrowing Date, all amounts required to be deposited to the Special Reserve Account relating to the Properties to be funded by such required Advance will be credited to the Special Reserve Account (determined after giving effect to the requested Advance);
(xv) any Lender be required on any date to fund its Pro Rata Share of any Advance unless, on the related Borrowing Date, the Borrowers have deposited to the Flood Damage Reserve Account all Flood Damage Deposit Amounts required to be deposited therein on or before the date of such proposed Advance (determined after giving effect to the requested Advance);
(xvi) any Lender be required on any date to fund its Pro Rata Share of any Advance unless, on the related Borrowing Date, the amount on deposit in the Renovation Cost Reserve Account is not at least equal to the last day of Renovation Cost Reserve Account Required Amount (determined after giving effect to the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount requested Advance); or
(xvii) more than one (1) Advance be funded on any Business Day or amounts as more than two (2) Advances be funded during any calendar month.
(h) Advances repaid under this Agreement may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant re-borrowed prior to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest errorRevolving Period Termination Date.
Appears in 1 contract
Sources: Revolving Credit Agreement (Silver Bay Realty Trust Corp.)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 11:00 a.m. on a Business Day of a Borrower’s 's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or LendersOther Document, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days' prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple in a minimum amount of $250,000 1,000,000 and in integral multiples of $500,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ ' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s 's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight five (8) 5) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days prior to the date of such prepayment, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof[Intentionally Omitted.]
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “"Lender” " shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s 's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Lesco Inc/Oh)
Procedure for Borrowing Advances. (a) The Borrowing Agent on behalf of any Borrower may shall notify the Agent prior to 10:00 a.m. Noon (Cleveland, Ohio time) on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Agent or the Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Agent or the Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Libor Rate Loan, the Borrowing Agent shall give notify the Agent written notice by in writing no later than 10:00 a.m. on the day which is Noon (Cleveland, Ohio time) at least three (3) Business Days Days’ prior to the date of such Eurodollar Rate Loan is to be borrowedproposed borrowing, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Revolving Advance to be borrowed, which amount shall be an in a minimum amount of One Million Dollars ($1,000,000) and in integral multiple multiples of Five Hundred Thousand Dollars ($250,000 500,000) thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Libor Rate Loans shall be for oneone (1), two (2), three (3) months or three six (6) months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Libor Rate Loan shall be made available to Borrowers a Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Libor Rate Loan shall commence on the date such Eurodollar Libor Rate Loan is made and shall end on such date as the Borrowing Agent may elect as set forth in subsection (b)(iiib) (iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the TermFacility Termination Date. The Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Libor Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.2(b) or by its notice of conversion given to the Agent pursuant to Section 2.2(e2.2(d), as the case may be. The Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Libor Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by the Borrowing Agent, the Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Libor Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Libor Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Libor Rate Loan. If a Borrower desires to convert a loan, the Borrowing Agent shall give the Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Libor Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Libor Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor; provided, however, a Borrower shall not be permitted to convert a Domestic Rate Loan to a Libor Rate Loan or continue to select a Libor Rate Loan during the continuance of a Default or an Event of Default. After giving effect to each such conversion, there shall not be outstanding more than eight five (8) Eurodollar 5) Libor Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days’ prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Libor Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Libor Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Libor Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify the Agent and the Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless from and against any and all losses or expenses that the Agent and the Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Libor Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Libor Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or the Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Libor Rate Loans hereunderhereunder unless such loss or expense is due to the gross negligence or willful misconduct of the Agent and/or any Lender. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to the Borrowing Agent shall be conclusive presumed correct absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Libor Rate Loans) to make or maintain its Eurodollar Libor Rate Loans, the obligation of the Lenders to make Eurodollar Libor Rate Loans hereunder shall forthwith be cancelled and the Borrowers shall, if any affected Eurodollar Libor Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Libor Rate Loans or convert such affected Eurodollar Libor Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Libor Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Libor Rate Loan, the Borrowers shall pay the Agent, upon the Agent’s request, such amount or amounts as may be necessary to compensate the Lenders for any loss or expense sustained or incurred by the Lenders in respect of such Eurodollar Libor Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by the Lenders to lenders of funds obtained by the Lenders in order to make or maintain such Eurodollar Libor Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Lenders to the Borrowing Agent shall be conclusive presumed correct absent manifest error.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Lesco Inc/Oh)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 11:00 a.m. on a Business Day of a Borrower’s 's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under 18 this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days' prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an in a minimum amount of $1,000,000 and in integral multiple multiples of $250,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two two, three or three six months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ ' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s 's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight five (8) 5) Eurodollar Rate Loans., in the aggregate. 19
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days' prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “"Lender” " shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s 's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Foster L B Co)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 11:00 a.m. on a Business Day of a Borrower’s 's request to incur, on that day, a Revolving Advance hereunder. Subject to the satisfaction of the conditions set forth in the definition of Permitted Acquisition, in the event any Borrower desires to use the Revolving Advances for a Permitted Acquisition, Borrowing Agent shall give Agent at least three (3) Business Days' prior written notice together with a certificate in reasonable detail demonstrating that the Borrowers will be in compliance with the limitations set forth in Section 2.4 hereof. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days' prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an in a minimum amount of $1,000,000 and in integral multiple multiples of $250,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two two, three or three six months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above above; provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ ' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s 's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight five (8) 5) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days' prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “"Lender” " shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate LoansLoans , the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled canceled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.upon
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Robotic Vision Systems Inc)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any The Borrower Representative may notify Agent from time to time prior to 10:00 a.m. on a Business Day of a Borrower’s the Revolving Period Termination Date request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of by:
(i) delivering to the existence or continuance of any Default or Event of DefaultAgent, the Calculation Agent and the Valuation Agent a Borrowing Notice for such proposed Advance; and
(ii) simultaneously with delivery of such Borrowing Notice (or not more than fifteen (15) Business Days prior thereto) posting to the fact that Data Site the aggregate outstanding amount of all Revolving Advances after giving effect Document Packages relating to each Property relating to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained hereinproposed Advance.
(b) Notwithstanding Following delivery of a Borrowing Notice:
(i) the provisions of (a) aboveCalculation Agent shall, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is within three (3) Business Days prior after receipt by it of such Borrowing Notice, either (A) provide to the date Agent its Borrowing Notice Certification or (B) if it has found any deficiency therein, notify the Agent, the Valuation Agent and the Borrower Representative of such Eurodollar Rate Loan is to be borrowed, specifying deficiency (i) the date of the proposed borrowing (which shall be a Business Day“Deficiency Notice”), ;
(ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $250,000 and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect request the initial Interest Period applicable Valuation Agent to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 10:00 a.m. on the day which is certify within three (3) Business Days after receipt of such Borrowing Notice, that (i) it has reviewed each Document Package related to such proposed Advance, that there is no Deficiency with respect to any such Document Package, (ii) it has completed its due diligence review of each Property subject to the proposed Advance, including, without limitation, that it has determined that each such Property is an Eligible Property, (iii) Property Valuations have been prepared (and which shall not be older than 60 days prior to the last day related proposed Borrowing Date, or such longer period that Lenders may approve) and completed by it for each Property to which such proposed Advance relates (the Agent shall direct the Valuation Agent to post copies of the then current Interest Period applicable related BPOs to the Data Site) and (iv) it has determined the Property Value for each Property to which such Eurodollar Rate Loanproposed Advance relates; and
(iii) upon receipt by the Agent of the Calculation Agent’s certification described in Section 2.2(b)(i) and the Valuation Agent’s confirmation described in Section 2.2(b)(ii), the Agent shall deliver copies thereof, together with the related Borrowing Notice to each Lender (collectively, the “Borrowing Certifications”); and
(iv) on the third (3rd) Business Day after delivery by the Agent to each Lender of the Borrowing Certifications for a proposed Advance, each Lender shall, subject to the conditions contained herein, advance an amount equal to its Pro Rata Share of the amount of the proposed Advance in accordance with Section 2.2(f).
(c) Upon delivery to the Borrower Representative of a Deficiency Notice, the Borrower Representative shall forthwith deliver to the Agent, the Calculation Agent and the Valuation Agent a new Borrowing Notice, any related Document Packages (including any revisions or updates thereto) to correct each of the deficiencies noted in such Deficiency Notice. If the Valuation Agent receives timely notice determines that a Deficiency exists, the Borrower Representative shall either revise the Document Package for the Properties with respect to which a Deficiency has been identified or remove such Properties from the requested Borrowing Notice and, in each such case, shall forthwith deliver to the Agent, the Calculation Agent and the Valuation Agent a new Borrowing Notice. It is understood and agreed that (i) the Borrower Representative may modify any Borrowing Notice based on the findings of the Interest Period elected by Borrowing Agent, but the Calculation Agent and the Valuation Agent following the review process set forth in Section 2.2(b)(i) and Section 2.2(b)(ii) and (ii) such findings and modifications may cause delays with respect to the occurrence of a proposed Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e) belowDate.
(d) Provided Each Borrowing Notice shall be irrevocable and shall specify: • the proposed Borrowing Date, • each Borrower related to such Advance, • each Property related to such proposed Advance, • the Asset Purchase Price related to each such Property and • the amount of the Advance requested, which shall be in an amount at least equal to five million dollars ($5,000,000) with integral multiples of ten thousand dollars ($10,000) in excess thereof. In connection with each Borrowing Notice, the Borrower Representative shall certify on behalf of each Borrower that o each of the Properties related to such proposed Advance is an Eligible Property, o each of the representations and warranties on Schedule 2 hereto with respect to each such Property is true and correct and that each of the documents contained in each of the related Document Packages is true and complete copy of the original document and o no Trigger Event, Default or Event of Default exists. The Borrowers shall have occurred indemnify the Agent and be continuing, the Lenders against any Borrower may, on loss or expense incurred by the last Business Day Agent or any of the then current Interest Period applicable to any outstanding Eurodollar Rate LoanLenders, either directly or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight (8) Eurodollar Rate Loans.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days prior to the date of such prepayment, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur indirectly as a consequence result of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing ofany requested Advance, a prepayment including any loss (including loss of profit) or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable expense incurred by the Agent or Lenders to lenders any Lender, either directly or indirectly by reason of the liquidation or reemployment of funds obtained acquired by it any Lender (including obtaining deposits or loans from third parties) in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or fund such requested Advance.
(e) The obligations of any Lender to Borrowing Agent make Advances hereunder are several from the obligations of any other Lenders. The failure of any Lender to make available its Pro Rata Share of any Advance hereunder shall not release the obligations of any other Lender to make available its Pro Rata Share of any Advance hereunder, but no Lender shall be conclusive absent manifest errorresponsible for the failure of any other Lender to make available its Pro Rata Share of any Advance hereunder.
(f) On each Borrowing Date, subject to the satisfaction of the applicable conditions precedent specified in Section 3.2, each Lender shall remit its Pro Rata Share of the Advance requested by the Borrowers to the Loan Account (or any other account designated in writing by the Agent to such Lender) by 1:00 p.m. (New York City time) by wire transfer of same day funds. Upon receipt of such funds, the Paying Agent, in accordance with the written instruction of the Agent (which may be in electronic form) received no later than 4:00 p.m. (New York City time) one (1) Business Day prior to such Borrowing Date, shall remit such funds by wire transfer of same day funds (i) to the Agent in the amount of any unpaid fees, costs or expenses of the Agent, (ii) to the Valuation Agent, in the amount of any unpaid fees, costs or expenses of the Valuation Agent, (iii) to each Reserve Account in the amount of the related Reserve Account Deposit Amount with respect to the proposed Advance and (iv) the balance of such funds to the accounts specified in such related Borrowing Notice by 4:00 p.m. (New York City time), to the extent it has received such funds from the Lenders no later than 1:00 p.m. (New York City time). Funds received by the Paying Agent from any Lender after 1:00 p.m. (New York City time) on any Business Day may, at the discretion of the Paying Agent, be deemed to have been received on the next Business Day. Notwithstanding anything contained herein to the contrary, in connection with any Advance relating to the financing of an Acquisition Financed Property, the Lenders may remit their respective Pro Rata Shares of an Advance prior to the applicable Borrowing Date under an escrow arrangement on terms and conditions satisfactory to the Lenders and the Agent.
(g) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers In no event shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.:
Appears in 1 contract
Sources: Revolving Credit Agreement (Silver Bay Realty Trust Corp.)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 11:00 a.m. on a Business Day of a Borrower’s request to incurborrow, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, the same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (aSection 2.2(a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent Borrower shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days’ prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple in a minimum amount of $250,000 500,000 and in integral multiples of $100,000 in excess of such amount, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two two, three or three six months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent Borrower may elect as set forth in subsection clause (b)(iiiiii) above of Section 2.2(b) above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the TermMaturity Date. Borrowing Agent Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing AgentBorrower, Borrowers Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing or, in the case of a conversion from a Domestic Rate Loan to a Eurodollar Rate Loan, that no Default or Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, Loan or on any Business Day with respect to Domestic Rate Loans, convert any such loan Loan into a loan Loan of another type in the same aggregate principal amount amount, provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loanLoan, Borrowing Agent Borrower shall give Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans Loans to be converted and and, if the conversion is from a Domestic Rate Loan to any other type of loanLoan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight four (8) 4) Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days’ prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion or continuation of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion or continuation of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent Borrower shall be deemed conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection clause (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers Borrower shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Vision-Ease Lens CORP)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 a.m. 12:30 p.m. (New York time) on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder, and specifying which Borrower, or Borrowing Group, is to incur such Revolving Advance. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance on behalf of the relevant Borrower or Borrowing Group as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything ; provided, however, that unless an Event of Default has occurred which is then continuing, Agent shall provide Borrowing Agent on behalf of any Borrower with thirty (30) days notice of its intention to effectuate payments to third parties for fees and expenses incurred in the administration of the credit facility established under this Agreement, together with a copy of the related invoice, and Borrowing Agent may elect to pay such invoices directly to the contrary contained hereinapplicable third party payee thereof and, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless if applicable, shall advise Agent of such election, and shall make such payments within such thirty (i30) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained hereinday period.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days’ prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice submitted on or before 10:00 a.m. New York time, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $250,000 borrowed and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two two, three or three six months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. Each Eurodollar Rate Loan shall be in a minimum amount of (x) $500,000 and in integral multiples of $100,000 with respect to Revolving Advances and (y) $100,000 and in integral multiples of $50,000 with respect to the Term Loan. No Eurodollar Rate Loan shall be made available to Borrowers any Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iiib) (iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight five (8) 5) Eurodollar Rate Loans, in the aggregate, with respect to Revolving Advances, or more than three (3) Eurodollar Rate Loans, in the aggregate, with respect to the Term Loan.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days’ prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower and each other Loan Party shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower Loan Party shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereofhereof except Sections 16.3 and 16.4, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder hereunder, shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Stream Global Services, Inc.)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 11:00 a.m. on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Euro-Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days’ prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple in a minimum amount of $250,000 100,000.00 and in integral multiples of $100,000.00 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Euro-Rate Loans shall be for one, two two, three or three six months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Euro-Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Euro-Rate Loan shall commence on the date such Eurodollar Euro-Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Euro-Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Euro-Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Euro-Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Euro-Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Euro-Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Euro-Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Euro-Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight five (8) Eurodollar 5) Euro-Rate Loans, in the aggregate.
(e) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days Days’ prior to the date of such prepaymentwritten notice, any Borrower may prepay the Eurodollar Euro-Rate Loans in whole at any time or in part from time to time time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Euro-Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Euro-Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Euro-Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Euro-Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Euro-Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Lawapplicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Euro-Rate LoansLoans ) to make or maintain its Eurodollar Euro-Rate Loans, the obligation of Lenders to make Eurodollar Euro-Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Euro-Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Euro-Rate Loans or convert such affected Eurodollar Euro-Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Euro-Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Euro-Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Euro-Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Euro-Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.
Appears in 1 contract
Sources: Loan and Security Agreement (Bio Reference Laboratories Inc)
Procedure for Borrowing Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 10:00 11:00 a.m. on a Business Day of a Borrower’s 's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or LendersOther Document, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable. Notwithstanding anything to the contrary contained herein, Revolving Advances deemed to be requested pursuant to the previous sentence may be made regardless of (i) the existence or continuance of any Default or Event of Default, (ii) the fact that the aggregate outstanding amount of all Revolving Advances after giving effect to such deemed request shall exceed the Maximum Revolving Advance Amount or the Formula Amount, or (iii) any other restrictions on the making of Revolving Advances contained herein.
(b) Notwithstanding the provisions of (a) above, in the event any Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. on the day which is at least three (3) Business Days Days' prior to the date such Eurodollar Rate Loan is to be borrowedwritten notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple in a minimum amount of $250,000 1,000,000 and in integral multiples of $500,000 thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrowers Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than eight (8) Eurodollar Rate Loans, in the aggregate.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e2.2(d), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later less than 10:00 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent receives timely notice of the Interest Period elected by Borrowing Agent, but Borrowing Agent fails to so effect the duration of the succeeding Interest Period, Borrowers shall be deemed to have elected an Interest Period of one month’s duration. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(e2.2(d) belowhereinbelow.
(d) Provided that no Event of Default shall have occurred and be continuing, any Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If a Borrower desires to convert a loan, Borrowing Agent shall give Agent written notice not less than three (3) Business Days’ ' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s 's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than eight five (8) Eurodollar Rate Loans.
(e5) At its option and upon written notice given prior to 10:00 a.m. (Philadelphia time) at least three (3) Business Days prior to the date of such prepayment, any Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.
(f) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, in the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest erroraggregate.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Lesco Inc/Oh)