Procedure for Borrowing Loans. (a) Each Borrower may borrow Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans during the applicable Commitment Period on any Business Day; provided that the Borrowers’ Agent shall give the Administrative Agent, irrevocable notice (which notice must be received by the Administrative Agent, (x) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 p.m. (New York City time), (A) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Loans, or (B) one Business Day prior to the requested Borrowing Date, otherwise, and (y) in the case of a Swing Line Loan, prior to 12:00 noon (New York City time) on the requested Borrowing Date, in each case, in the form attached hereto as Annex I-A (the “Borrowing Notice”), specifying: (i) whether the borrowing is to be an Acquisition Facility Loan, Working Capital Facility Loan or a Swing Line Loan; (ii) the amount to be borrowed; (iii) the requested Borrowing Date; (iv) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, whether the borrowing is to be a Base Rate Loan, a Eurodollar Loan or a combination thereof; and (v) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor; (b) Each borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. (c) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Acquisition Facility Loans, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender thereof. Subject to the satisfaction or waiver of the conditions contained in Section 6.2, each Working Capital Facility Lender shall make the amount of its Working Capital Facility Commitment Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, available to the Administrative Agent for the account of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 prior to 2:30 p.m. (New York City time) on the Borrowing Date requested by the Borrowers’ Agent in funds immediately available to the Administrative Agent. Each Loan so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to the relevant Borrower by the Administrative Agent by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or to such other account as may be specified by the Borrowers’ Agent in like funds as received by the Administrative Agent. (d) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of a Swing Line Loan, the Swing Line Lender will make the amount of the requested Swing Line Loan available to the applicable Borrower within three (3) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may be specified by the Borrowers’ Agent.
Appears in 4 contracts
Sources: Credit Agreement, Credit Agreement (Cypress Energy Partners, L.P.), Credit Agreement (Cypress Energy Partners, L.P.)
Procedure for Borrowing Loans. (a) Each Borrower may borrow Acquisition Facility Loans, Working Capital Facility Loans request a Loan at any time and Swing Line Loans from time to time during the applicable Revolving Facility Commitment Period on any Business Day; provided that the Borrowers’ Agent shall give the Administrative Agent, irrevocable notice (which notice must be received by the Administrative Agent, (x) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 p.m. (New York City time), (A) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are Loan is to be initially a Eurodollar LoansLoan, or (B) one Business Day prior to the requested Borrowing Date, otherwise, and (y) in the case of a Swing Line Loan, prior to 12:00 noon pm (noon) (New York City time) on the requested Borrowing Date, in each case, in the form attached hereto as Annex I-A (the “Borrowing Notice”), specifying:
(i) whether the borrowing is to be an Acquisition Facility Loan, Working Capital Revolving Facility Loan or a Swing Line Loan;
(ii) the amount to be borrowed;
(iii) the requested Borrowing Date;
(iv) in the case of a Working Capital Facility Loan or an Acquisition Revolving Facility Loan, whether the borrowing is to be a Base Rate Loan, a Eurodollar Loan or a combination thereof; and
(v) in the case of a Working Capital Facility Loan or an Acquisition Revolving Facility Loan, if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor;
(b) Each borrowing of Acquisition Facility Loans, Working Capital Revolving Facility Loans and Swing Line Loans shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Facility Commitments applicable to such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof.
(c) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Acquisition Revolving Facility Loans, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Revolving Facility Lender thereof. Subject to the satisfaction or waiver of the conditions contained in Section 6.2, each Working Capital Revolving Facility Lender shall make the amount of its Working Capital Revolving Facility Commitment Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Revolving Facility Loans, available to the Administrative Agent for the account of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 prior to 2:30 p.m. (New York City time) on the Borrowing Date requested by the Borrowers’ Agent in funds immediately available to the Administrative Agent. Each Loan so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to the relevant Borrower by the Administrative Agent by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or to such other account as may be specified by the Borrowers’ Agent in like funds as received by the Administrative Agent.
(d) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of a Swing Line Loan, the Swing Line Lender will make the amount of the requested Swing Line Loan available to the applicable Borrower within three (3) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may be specified by the Borrowers’ Agent.
Appears in 3 contracts
Sources: Credit Agreement (Cypress Environmental Partners, L.P.), Credit Agreement (Cypress Environmental Partners, L.P.), Credit Agreement (Cypress Energy Partners, L.P.)
Procedure for Borrowing Loans. (a) Each The Borrower may borrow Acquisition Facility Loans, Working Capital Facility Loans on the Closing Date and Swing Line Loans during the each applicable Commitment Period on any Business DayIncrease Effective Date; provided that the Borrowers’ Agent Borrower shall give irrevocable notice to the Administrative Agent, irrevocable which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice (which notice must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Notice. Each such Borrowing Notice must be received by the Administrative AgentAgent prior to 11:00 a.m., (x) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 p.m. (New York City time), (Aa) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Loans, Loans or (B) one Business Day prior to the requested Borrowing Date, otherwise, and (y) in the case of a Swing Line Loan, prior to 12:00 noon (New York City timeb) on the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in each case, duration as provided in the form attached hereto as Annex I-A definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the “requested date of such Borrowing Notice”)of Eurodollar Loans, specifying:
whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) whether the borrowing is to be an Acquisition Facility Loan, Working Capital Facility Loan or a Swing Line Loan;
(ii) the amount to be borrowed;
, (iiiii) the requested Borrowing Date;
, (iii) whether the Borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, whether the borrowing is to be a Base Rate Loan, a Eurodollar Loan or a combination thereof; and
(v) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing Borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor;
(b) for such Eurodollar Loans. Each borrowing Borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line ABR Loans shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole higher integral multiple of $100,000 100,000, and each Borrowing of Eurodollar Loans shall be in excess thereof.
(c) an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Acquisition Facility LoansBorrower, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender thereof. Subject to In the satisfaction or waiver case of the conditions contained in Section 6.2Closing Date Loans, each Working Capital Facility Lender shall will make the amount of its Working Capital Facility Commitment Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, Borrowing to be made on the Closing Date available to the Administrative Agent in Same Day Funds for the account of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 Office prior to 2:30 1:00 p.m. (New York City time) on In the Borrowing Date requested by the Borrowers’ Agent in funds immediately available case of any Incremental Loans to the Administrative Agent. Each Loan so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on after the Borrowing Date to the relevant Borrower by the Administrative Agent by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or to such other account as may be specified by the Borrowers’ Agent in like funds as received by the Administrative Agent.
(d) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of a Swing Line LoanClosing Date, the Swing Line each applicable Increasing Lender will make the amount of its applicable Incremental Commitment of the requested Swing Line Loan Incremental Loans to be made on the relevant Increase Effective Date available to the applicable Borrower within three (3) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to Administrative Agent in Same Day Funds for the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may at the Administrative Agent’s Office prior to 1:00 p.m. Such Borrowing will then be specified made available to the Borrower by the Borrowers’ Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. The failure of any Lender to make a Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowing.
(b) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.
(c) Each Lender may make any Loan to the Borrower through any Lending Office, provided that the exercise of this option will not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
Appears in 3 contracts
Sources: Term Credit Agreement (Affiliated Managers Group, Inc.), Term Credit Agreement (Affiliated Managers Group, Inc.), Term Credit Agreement (Affiliated Managers Group, Inc.)
Procedure for Borrowing Loans. (a) Each The Borrower may borrow Acquisition Facility Loans, Working Capital Facility additional Loans and Swing Line Loans during the on each applicable Commitment Period on any Business DayIncrease Effective Date; provided that the Borrowers’ Agent Borrower shall give irrevocable notice to the Administrative Agent, irrevocable which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice (which notice must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Notice. Each such Borrowing Notice must be received by the Administrative Agent, Agent (x1) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 p.m. (New York City time), (A) 11:00 a.m. three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Loans, Loans or (B2) one Business Day prior to the requested Borrowing Date, otherwise, and (y) in the case of a Swing Line Loan, prior to 12:00 noon (New York City time) p.m. on the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in each case, duration as provided in the form attached hereto as Annex I-A definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the “requested date of such Borrowing Notice”)of Eurodollar Loans, specifying:
whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) whether the borrowing is to be an Acquisition Facility Loan, Working Capital Facility Loan or a Swing Line Loan;
(ii) the amount to be borrowed;
, (iiiii) the requested Borrowing Date;
, (iii) whether the Borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, whether the borrowing is to be a Base Rate Loan, a Eurodollar Loan or a combination thereof; and
(v) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing Borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor;
(b) for such Eurodollar Loans. Each borrowing Borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line ABR Loans shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole higher integral multiple of $100,000 100,000, and each Borrowing of Eurodollar Loans shall be in excess thereof.
(c) an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Acquisition Facility LoansBorrower, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender thereof. Subject In the case of any Incremental Loans to be made after the satisfaction or waiver of the conditions contained in Section 6.2Effective Date, each Working Capital Facility applicable Increasing Lender shall will make the amount of its Working Capital Facility applicable Incremental Commitment Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, Incremental Loans to be made on the relevant Increase Effective Date available to the Administrative Agent in Same Day Funds for the account of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 Office prior to 2:30 1:00 p.m. (New York City time) on the Such Borrowing Date requested by the Borrowers’ Agent in funds immediately will then be made available to the Administrative Agent. Each Loan so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to the relevant Borrower by the Administrative Agent either by wire transfer to (i) crediting the account of the relevant Borrower set forth on Schedule 2.2(Athe books of Bank of America with the amount of such funds or (ii) or wire transfer of such funds, in each case in accordance with instructions provided to such other account as may be specified (and reasonably acceptable to) the Administrative Agent by the Borrowers’ Agent Borrower. The failure of any Lender to make a Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowing.
(b) Notwithstanding anything to the contrary in like funds as received this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.
(dc) Upon receipt Each Lender may make any Loan to the Borrower through any Lending Office, provided that the exercise of any notice from this option will not affect the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of a Swing Line Loan, the Swing Line Lender will make the amount obligation of the requested Swing Line Borrower to repay such Loan available to in accordance with the applicable Borrower within three (3) hours terms of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may be specified by the Borrowers’ Agentthis Agreement.
Appears in 2 contracts
Sources: Term Credit Agreement (Affiliated Managers Group, Inc.), Term Credit Agreement (Affiliated Managers Group, Inc.)
Procedure for Borrowing Loans. (a) Each The Borrower may borrow Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans during the applicable Commitment Period on any Business Day; provided that the Borrowers’ Agent Borrower shall give the Administrative Agent, irrevocable notice (which notice must be received by the Administrative Agent, (x) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 1:00 p.m. (New York City time), (A) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Loans, or (B) one on the same Business Day prior to of the requested Borrowing Date, otherwise, and (y) in the case of a Swing Line Loan, prior to 12:00 noon 3:00 p.m. (New York City time) on the requested Borrowing Date, in each case, in the form attached hereto as Annex I-A I (the “Borrowing Notice”), specifying:
(i) whether the borrowing is to be an Acquisition Facility Loan, Working Capital Facility Loan or a Swing Line Loan;
(ii) the amount to be borrowed;
(iii) the requested Borrowing Date;
(iv) in the case of a Working Capital Facility Loan, whether the borrowing is to be a Working Capital Facility Non-Maintenance Cap-Ex Extension of Credit;
(v) in the case of an Acquisition Facility Loan, whether the borrowing is to be an Acquisition Facility Acquisition Extension of Credit, an Acquisition Facility Working Capital Extension of Credit or an Acquisition Facility Maintenance Cap-Ex Extension of Credit;
(vi) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, the purpose of such Loan;
(vii) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, whether the borrowing is to be a Base Rate Loan, a Eurodollar Loan or a combination thereof; and
(vviii) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor;.
(b) Each borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 100,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to such Loans of all Lenders of such Loans are less than $500,000100,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof.
(c) Upon receipt of any notice from the Borrowers’ Agent Borrower pursuant to Section 2.4(a2.5(a) with respect to a requested borrowing of Acquisition Facility Loans, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent Borrower pursuant to Section 2.4(a2.5(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender thereof. Subject to the satisfaction or waiver of the conditions contained in Section 6.2, each Working Capital Facility Lender shall make the amount of its Working Capital Facility Commitment Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, available to the Administrative Agent for the account of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 prior to 2:30 3:00 p.m. (New York City time) on the Borrowing Date requested by the Borrowers’ Agent Borrower in funds immediately available to the Administrative Agent. Each Loan so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to the relevant Borrower by the Administrative Agent by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) 2.2 or to such other account as may be specified by the Borrowers’ Agent Borrower in like funds as received by the Administrative Agent.
(d) Upon receipt of any notice from the Borrowers’ Agent Borrower pursuant to Section 2.4(a2.5(a) with respect to a requested borrowing of a Swing Line Loan, the Swing Line Lender will make the amount of the requested Swing Line Loan available to the applicable Borrower within three two (32) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) 2.2 or such other account as may be specified by the Borrowers’ AgentBorrower.
(e) [Reserved].
(f) [Reserved].
Appears in 2 contracts
Sources: Credit Agreement (Sprague Resources LP), Credit Agreement (Sprague Resources LP)
Procedure for Borrowing Loans. (a) Each Borrower may borrow Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans during the applicable Commitment Period on any Business Day; provided that the Borrowers’ Agent shall give the Administrative Agent, irrevocable notice (which notice must be received by the Administrative Agent, (x) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 p.m. (New York City time), (A) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Loans, or (B) one on the same Business Day prior to of the requested Borrowing Date, otherwise, and (y) in the case of a Swing Line Loan, prior to 12:00 noon 3:00 p.m. (New York City time) on the requested Borrowing Date, in each case, in the form attached hereto as Annex I-A (the “Borrowing Notice”), specifying:
(i) whether the borrowing is to be an Acquisition Facility Loan, Working Capital Facility Loan or a Swing Line Loan;
(ii) the amount to be borrowed;
(iii) the requested Borrowing Date;
(iv) in the case of a Working Capital Facility Loan, whether the borrowing is to be a Working Capital Facility Non-Maintenance Cap-Ex Extension of Credit;
(v) in the case of an Acquisition Facility Loan, whether the borrowing is to be an Acquisition Facility Acquisition Extension of Credit, an Acquisition Facility Working Capital Extension of Credit or an Acquisition Facility Maintenance Cap-Ex Extension of Credit;
(vi) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, the purpose of such Loan;
(vii) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, whether the borrowing is to be a Base Rate Loan, a Eurodollar Loan or a combination thereof; and;
(vviii) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor;; and
(ix) the applicable Borrower to which such requested Loan is to be made.
(b) Each borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 100,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to such Loans of all Lenders of such Loans are less than $500,000100,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof.
(c) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a2.5(a) with respect to a requested borrowing of Acquisition Facility Loans, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a2.5(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender thereof. Subject to the satisfaction or waiver of the conditions contained in Section 6.2, each Working Capital Facility Lender shall make the amount of its Working Capital Facility Commitment Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, available to the Administrative Agent for the account of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 prior to 2:30 p.m. (New York City time) on the Borrowing Date requested by the Borrowers’ Agent Borrower in funds immediately available to the Administrative Agent. Each Loan so requested will then promptly, and not later than 3:30 3:00 p.m. (New York City time), be made available on the Borrowing Date to the relevant Borrower by the Administrative Agent by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or to such other account as may be specified by the Borrowers’ Agent in like funds as received by the Administrative Agent.
(d) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a2.5(a) with respect to a requested borrowing of a Swing Line Loan, the Swing Line Lender will make the amount of the requested Swing Line Loan available to the applicable Borrower within three two (32) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may be specified by the Borrowers’ Agent.
(e) Each Daylight Overdraft Loan will be made available on the Borrowing Date to the relevant Borrower by the Daylight Overdraft Lender by crediting the amount of such Daylight Overdraft Loan to the account of the relevant Borrower set forth on Schedule 2.2(B), such account to be held at the Daylight Overdraft Lender, in accordance with the procedure described in clause (f) below.
(f) No Borrowing Notice shall be required for a Daylight Overdraft Loan. Subject to the terms and conditions hereof, the Daylight Overdraft Lender shall make a Daylight Overdraft Loan on any Business Day and with respect to any Deposit Account located at the Collateral Agent, based on a statement showing the accounts payable due and owing from such Deposit Account on such day and the Eligible Accounts Receivable expected by the relevant Borrower to be received in such account on such day, in an amount sufficient to cover any overdraft and, if the prior consent of the Borrowers’ Agent has not been obtained in respect of such Daylight Overdraft Loan, provide the Borrowers’ Agent, on such day, with the invoice showing such overdraft and the amount of the Daylight Overdraft Loan made in connection thereto (provided, that the failure of the Daylight Overdraft Lender to provide any such invoice shall not affect the Borrowers’ unconditional obligation to repay such Daylight Overdraft Loan in accordance with the terms hereof). The making of a Daylight Overdraft Loan by the Daylight Overdraft Lender shall be deemed to constitute a representation by the Borrowers and the Borrowers’ Agent that the conditions contained in Section 6.2(b), (c), (d) and (e) have been satisfied, and the making of any Daylight Overdraft Loan shall not constitute a waiver of the failure of any condition in Section 6.2(b), (c), (d) and (e) to be satisfied or any other Default or Event of Default.
Appears in 1 contract
Procedure for Borrowing Loans. (a) Each The Borrower may borrow Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans during under the applicable Commitment Period Aggregate Tranche A Commitments on any Business Day; Day during the Tranche A Commitment Period, provided that the Borrowers’ Agent Borrower shall give notify the Administrative Agent, irrevocable notice Agent (which notice must be received by the Administrative Agent, (xtelephone or fax) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 p.m. (New York City time), no later than 1:00 p.m.
(A) three (3) Business Days prior to the requested Borrowing Date, if all or any part Credit Extension Date in the case of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Loans, or Advances and (B) one Business Day prior to the requested Borrowing Date, otherwise, and (y) Credit Extension Date in the case of a Swing Line Loan, prior to 12:00 noon (New York City time) on the requested Borrowing DateABR Advances, in each casecase specifying (1) the aggregate principal amount to be borrowed under the Aggregate Tranche A Commitments, in (2) the form attached hereto as Annex I-A requested Credit Extension Date, (the “Borrowing Notice”), specifying:
(i3) whether the such borrowing is to be an Acquisition Facility Loanconsist of one or more Eurodollar Advances, Working Capital Facility Loan or a Swing Line Loan;
(ii) the amount to be borrowed;
(iii) the requested Borrowing Date;
(iv) in the case of a Working Capital Facility Loan or an Acquisition Facility LoanABR Advances, whether the borrowing is to be a Base Rate Loan, a Eurodollar Loan or a combination thereof; and
thereof and (v4) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing is to be entirely consist of one or partly of more Eurodollar LoansAdvances, the respective amounts length of the Interest Period or Periods for each such Type of Loan and Eurodollar Advance (subject to the respective lengths provisions of the initial definition of Interest Periods therefor;
(b) Period). Each borrowing such notice shall be irrevocable and confirmed immediately by delivery to the Administrative Agent of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans a Credit Request. Each ABR Advance shall be in an aggregate principal amount equal to (x) in the case of Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to or such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or amount plus a whole multiple of $100,000 in excess thereof, or, if less, the unused amount of the Aggregate Tranche A Commitments, and each Eurodollar Advance shall be in an aggregate principal amount equal to $500,000 or such amount plus a whole multiple of $100,000 in excess thereof. If, with respect to any borrowing, the Borrower shall fail to give due notice as provided in this Section, the Borrower shall be deemed to have selected an ABR Advance for such borrowing.
(cb) Upon receipt of any such notice of borrowing from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Acquisition Facility LoansBorrower, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt which is a member of any the Class from which a Loan has been requested of such notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender thereofborrowing. Subject to the satisfaction or waiver its receipt of the conditions contained notice referred to in Section 6.2the preceding sentence, each Working Capital Facility Tranche A Lender shall will make the amount of its Working Capital Facility Commitment Tranche A Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, Tranche A Loans available to the Administrative Agent for the account of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 prior to Payment Office not later than 2:30 p.m. (New York City time) p.m., on the Borrowing relevant Credit Extension Date requested by the Borrowers’ Agent Borrower, in funds immediately available to the Administrative Agent at such office. The amounts so made available to the Administrative Agent on such Credit Extension Date will then, subject to the satisfaction of the terms and conditions of this Agreement as determined by the Administrative Agent. Each Loan so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date such date to the relevant Borrower by the Administrative Agent at the Payment Office by wire transfer to crediting the account of the relevant Borrower set forth on Schedule 2.2(A) or to the books of such other account as may be specified by office with the Borrowers’ Agent in like funds as aggregate of said amounts received by the Administrative Agent.
. Unless the Administrative Agent shall have received prior notice from a Lender (dby telephone or otherwise, such notice to be confirmed by telecopy or other writing) Upon receipt that it will not make available to the Administrative Agent its Tranche A Percentage of any notice from Loans requested by the Borrowers’ Agent pursuant to Section 2.4(a) Borrower and with respect to which it has a requested borrowing of a Swing Line LoanCommitment, the Swing Line Administrative Agent may assume that such Lender will make the amount of the requested Swing Line Loan has made such share available to the applicable Borrower within three (3) hours of receipt of the Borrowing Notice therefor Administrative Agent on the Borrowing requested Credit Extension Date by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may be specified by the Borrowers’ Agent.in accordance with this
Appears in 1 contract
Sources: Credit Agreement (Arch Communications Group Inc /De/)
Procedure for Borrowing Loans. (a) Each The Borrower may borrow Acquisition Facility Loans, Working Capital Facility Loans on the Closing Date and Swing Line Loans during the each applicable Commitment Period on any Business DayIncrease Effective Date; provided that the Borrowers’ Agent Borrower shall give irrevocable notice to the Administrative Agent, irrevocable which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice (which notice must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Notice. Each such Borrowing Notice must be received by the Administrative Agent, (x) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, Agent prior to 12:30 p.m. (New York City time)11:00 a.m., (A) three (3) Business Days prior to the requested Borrowing Date (or, in the case of the Borrowing Notice delivered in respect of the Closing Date Loans borrowed on the Closing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are prior to be initially Eurodollar Loans12:00 p.m., or two (B2) one Business Day Days prior to the requested Borrowing Date); provided, otherwisehowever, and (y) that if the Borrower wishes to request Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the case definition of a Swing Line Loan, “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to 12:00 noon (New York City time) on the requested date of such Borrowing, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. four (4) Business Days before the requested date of such Borrowing, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Date, in each case, in the form attached hereto as Annex I-A (the “Borrowing Notice”), specifying:
Notice shall specify (i) whether the borrowing is to be an Acquisition Facility Loan, Working Capital Facility Loan or a Swing Line Loan;
(ii) the amount to be borrowed;
, (iiiii) the requested Borrowing Date;
, and (iviii) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, whether the borrowing is to be a Base Rate Loan, a Eurodollar Loan or a combination thereof; and
(v) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor;
(b) for such Loans. Each borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans Borrowing shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 £5,000,000 or a whole higher integral multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof.
(c) £1,000,000. Upon receipt of any such notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Acquisition Facility LoansBorrower, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender thereof. Subject to In the satisfaction or waiver case of the conditions contained in Section 6.2Closing Date Loans, each Working Capital Facility Lender shall will make the amount of its Working Capital Facility Commitment Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, Borrowing to be made on the Closing Date available to the Administrative Agent in Same Day Funds for the account of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 prior to 2:30 p.m. (New York City time) on the Borrowing Date requested by the Borrowers’ Agent in funds immediately available to the Administrative Agent. Each Loan so requested will then promptly, and Office not later than 3:30 12:00 p.m. (New York City Eastern time), . In the case of any Incremental Loans to be made available on after the Borrowing Date to the relevant Borrower by the Administrative Agent by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or to such other account as may be specified by the Borrowers’ Agent in like funds as received by the Administrative Agent.
(d) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of a Swing Line LoanClosing Date, the Swing Line each applicable Increasing Lender will make the amount of its applicable Incremental Commitment of the requested Swing Line Loan Incremental Loans to be made on the relevant Increase Effective Date available to the applicable Borrower within three (3) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to Administrative Agent in Same Day Funds for the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may at the Administrative Agent’s Office not later than 12:00 p.m. Eastern time. Such Borrowing will then be specified made available to the Borrower by the Borrowers’ Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. The failure of any Lender to make a Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowing.
(b) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.
(c) Each Lender may make any Loan to the Borrower through any Lending Office, provided that the exercise of this option will not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
Appears in 1 contract
Sources: Term Credit Agreement (Affiliated Managers Group, Inc.)
Procedure for Borrowing Loans. (a) Each Borrower The Borrowers may borrow Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans during the applicable Commitment Period on any Business Day; provided that the Borrowers’ Agent applicable Borrower shall give the Administrative AgentAgent (in the case of Loans denominated in United States Dollars) or the Canadian Agent (in the case of Loans denominated in Canadian Dollars) and (solely in the case of Swing Line Loans) the Relevant Swing Line Lenders, irrevocable notice (which notice must be received by the Administrative Agent or the Canadian Agent, as applicable, (x) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 1:00 p.m. (New York City time), (A) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Eurocurrency Loans, or (B) one on the same Business Day prior to of the requested Borrowing Date, otherwise, and (y) in the case of a Swing Line Loan, prior to 12:00 noon 3:00 p.m. (New York City time) on the requested Borrowing Date, in each case, in the form attached hereto as Annex I-A I (the “Borrowing Notice”), specifying:
(i) whether the borrowing is to be an Acquisition Facility Loan, Dollar Working Capital Facility Loan, Multicurrency Working Capital Facility Loan, Dollar Swing Line Loan or a Multicurrency Swing Line Loan;
(ii) the amount to be borrowed;
(iii) the requested Borrowing Date;
(iv) in the case of a Multicurrency Working Capital Facility Loan or a Multicurrency Swing Line Loan, whether such Loan is to be denominated in United States Dollars or Canadian Dollars;
(v) in the case of a Dollar Working Capital Facility Loan, whether the borrowing is to be a Dollar Working Capital Facility Non-Maintenance Cap-Ex Extension of Credit and in the case of a Multicurrency Working Capital Facility Loan, whether the borrowing is to be a Multicurrency Working Capital Facility Non-Maintenance Cap-Ex Extension of Credit;
(vi) in the case of an Acquisition Facility Loan, whether the borrowing is to be an Acquisition Facility Acquisition Extension of Credit, an Acquisition Facility Working Capital Extension of Credit or an Acquisition Facility Maintenance Cap-Ex Extension of Credit;
(vii) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, the purpose of such Loan;
(viii) in the case of a Dollar Working Capital Facility Loan, a Multicurrency Working Capital Facility Loan denominated in United States Dollars or an Acquisition Facility Loan, whether the borrowing is to be a Base Rate Loan, a Eurodollar Eurocurrency Loan or a combination thereof; and;
(vix) in the case of a Multicurrency Working Capital Facility Loan denominated in Canadian Dollars, whether the borrowing is to be a Prime Rate Loan, a Eurocurrency Loan or a combination thereof;
(x) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing is to be entirely or partly of Eurodollar Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor;
(b) Each borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof.
(c) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Acquisition Facility Loans, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender thereof. Subject to the satisfaction or waiver of the conditions contained in Section 6.2, each Working Capital Facility Lender shall make the amount of its Working Capital Facility Commitment Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, available to the Administrative Agent for the account of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 prior to 2:30 p.m. (New York City time) on the Borrowing Date requested by the Borrowers’ Agent in funds immediately available to the Administrative Agent. Each Loan so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to the relevant Borrower by the Administrative Agent by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or to such other account as may be specified by the Borrowers’ Agent in like funds as received by the Administrative Agent.
(d) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of a Swing Line Loan, the Swing Line Lender will make the amount of the requested Swing Line Loan available to the applicable Borrower within three (3) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may be specified by the Borrowers’ Agent.
Appears in 1 contract
Procedure for Borrowing Loans. (a) Each Borrower The Borrowers may borrow Acquisition Facility Loans, Dollar Working Capital Facility Committed Tranche Loans, Multicurrency Working Capital Facility Loans, Dollar Committed Tranche Swing Line Loans and or Multicurrency Swing Line Loans during the applicable Commitment Period or Dollar Working Capital Facility Uncommitted Tranche Loans or Dollar Uncommitted Tranche Swing Line Loans during the Dollar Working Capital Facility Uncommitted Tranche Period, in each case, on any Business Day; provided that the Borrowers’ Agent applicable Borrower shall give the Administrative AgentAgent and (solely in the case of Swing Line Loans) the applicable Swing Line Lender, irrevocable notice (which notice must be received by the Administrative Agent, Agent (x) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 1:00 p.m. (New York City time), (A) three (3) U.S. Government Securities Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Term SOFR Loans, or (B) one three (3) CDOR Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially CDOR Loans or (C) on the same Business Day prior to of the requested Borrowing Date, otherwise, and (y) in the case of a Swing Line Loan, prior to 12:00 noon Loan (New York City timeA) on under the requested Borrowing Date, in each case, in the form attached hereto as Annex I-A (the “Borrowing Notice”), specifying:
(i) whether the borrowing is to be an Acquisition Facility Loan, Dollar Working Capital Facility Loan or a Swing Line Loan;
(ii) the amount to be borrowed;
(iii) the requested Borrowing Date;
(iv) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, whether the borrowing is to be a Base Rate Loan, a Eurodollar Loan or a combination thereof; and
(v) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor;
(b) Each borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof.Capital
(c) Upon receipt of any notice from the Borrowers’ Agent any Borrower pursuant to Section 2.4(a2.5(a) with respect to a requested borrowing of Acquisition Facility Loans, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent any Borrower pursuant to Section 2.4(a2.5(a) with respect to a requested borrowing of Dollar Working Capital Facility LoansCommitted Tranche Loans (other than a notice in respect of a Dollar Committed Tranche Swing Line Loan), the Administrative Agent shall promptly notify each Dollar Working Capital Facility Committed Tranche Lender thereof, upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of a Dollar Committed Tranche Swing Line Loan, the Administrative Agent shall promptly notify the applicable Dollar Committed Tranche Swing Line Lender thereof, upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of Multicurrency Working Capital Facility Loans (other than a notice in respect of a Multicurrency Swing Line Loan), the Administrative Agent shall promptly notify each Multicurrency Working Capital Facility Lender thereof and upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of a Multicurrency Swing Line Loan, the Administrative Agent shall promptly notify the applicable Multicurrency Swing Line Lender thereof. Subject to the satisfaction or waiver of the conditions contained in Section 6.2, each Dollar Working Capital Facility Committed Tranche Lender shall make the amount of its Dollar Working Capital Facility Commitment Percentage of each such borrowing of Dollar Working Capital Facility Committed Tranche Loans (other than Dollar Committed Tranche Swing Line Loans), each Multicurrency Working Capital Facility Lender shall make the amount of its Multicurrency Working Capital Facility Commitment Percentage of each such borrowing of Multicurrency Working Capital Facility Loans (other than Multicurrency Swing Line Loans, ) and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, available to the Administrative Agent for the account of the applicable Borrower at the office of the Administrative Agent’s office Agent specified in Section 11.2 prior to 2:30 3:00 p.m. (New York City time) on the Borrowing Date requested by the Borrowers’ Agent such Borrower in funds immediately available to the Administrative Agent. Each Loan (other than a Dollar Committed Tranche Swing Line Loan and a Multicurrency Swing Line Loan) so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to the relevant such Borrower by the Administrative Agent by wire transfer to the account of the relevant such Borrower set forth on Schedule 2.2(A) 2.2 or to such other account as may be specified by the Borrowers’ Agent such Borrower in like funds as received by the Administrative Agent.
(d) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of a Swing Line Loan, the Swing Line Lender will make the amount of the requested Swing Line Loan available to the applicable Borrower within three (3) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may be specified by the Borrowers’ Agent.the
Appears in 1 contract
Procedure for Borrowing Loans. (a) Each The Borrower may borrow Acquisition Facility Loans, Working Capital Facility additional Loans and Swing Line Loans during the on each applicable Commitment Period on any Business DayIncrease Effective Date; provided that the Borrowers’ Agent Borrower shall give irrevocable notice to the Administrative Agent, irrevocable which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice (which notice must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Notice. Each such Borrowing Notice must be received by the Administrative Agent, Agent (x1) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 p.m. (New York City time), (A) 11:00 a.m. three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Loans, Loans or (B2) one Business Day prior to the requested Borrowing Date, otherwise, and (y) in the case of a Swing Line Loan, prior to 12:00 noon (New York City time) p.m. on the requested Borrowing Date, if all of the requested Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one, three or six months in each case, duration as provided in the form attached hereto as Annex I-A definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the “requested date of such Borrowing Notice”)of Eurodollar Loans, specifying:
whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) whether the borrowing is to be an Acquisition Facility Loan, Working Capital Facility Loan or a Swing Line Loan;
(ii) the amount to be borrowed;
, (iiiii) the requested Borrowing Date;
, (iii) whether the Borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, whether the borrowing is to be a Base Rate Loan, a Eurodollar Loan or a combination thereof; and
(v) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing Borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor;
(b) for such Eurodollar Loans. Each borrowing Borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line ABR Loans shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole higher integral multiple of $100,000 100,000, and each Borrowing of Eurodollar Loans shall be in excess thereof.
(c) an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Acquisition Facility LoansBorrower, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender thereof. Subject In the case of any Incremental Loans to be made after the satisfaction or waiver of the conditions contained in Section 6.2Closing Date, each Working Capital Facility applicable Increasing Lender shall will make the amount of its Working Capital Facility applicable Incremental Commitment Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, Incremental Loans to be made on the relevant Increase Effective Date available to the Administrative Agent in Same Day Funds for the account of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 Office prior to 2:30 1:00 p.m. (New York City time) on the Such Borrowing Date requested by the Borrowers’ Agent in funds immediately will then be made available to the Administrative Agent. Each Loan so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to the relevant Borrower by the Administrative Agent either by wire transfer to (i) crediting the account of the relevant Borrower set forth on Schedule 2.2(Athe books of Bank of America with the amount of such funds or (ii) or wire transfer of such funds, in each case in accordance with instructions provided to such other account as may be specified (and reasonably acceptable to) the Administrative Agent by the Borrowers’ Agent Borrower. The failure of any Lender to make a Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation to make available its share of such Borrowing.
(b) Notwithstanding anything to the contrary in like funds as received this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.
(dc) Upon receipt Each Lender may make any Loan to the Borrower through any Lending Office, provided that the exercise of any notice from this option will not affect the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of a Swing Line Loan, the Swing Line Lender will make the amount obligation of the requested Swing Line Borrower to repay such Loan available to in accordance with the applicable Borrower within three (3) hours terms of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may be specified by the Borrowers’ Agentthis Agreement.
Appears in 1 contract
Sources: Term Credit Agreement (Affiliated Managers Group, Inc.)
Procedure for Borrowing Loans. (a) Each Borrower The Borrowers may borrow Acquisition Facility Loans, Dollar Working Capital Facility Committed Tranche Loans, Multicurrency Working Capital Facility Loans, Dollar Committed Tranche Swing Line Loans and or Multicurrency Swing Line Loans during the applicable Commitment Period or Dollar Working Capital Facility Uncommitted Tranche Loans or Dollar Uncommitted Tranche Swing Line Loans during the Dollar Working Capital Facility Uncommitted Tranche Period, in each case, on any Business Day; provided that the Borrowers’ Agent applicable Borrower shall give the Administrative AgentAgent and (solely in the case of Swing Line Loans) the applicable Swing Line Lender, irrevocable notice (which notice must be received by the Administrative Agent, Agent (x) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 1:00 p.m. (New York City time), (A) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Eurocurrency Loans, or (B) one on the same Business Day prior to of the requested Borrowing Date, otherwise, and (y) in the case of a Swing Line LoanLoan (A) under the Dollar Working Capital Facility, prior to 12:00 noon 3:00 p.m. (New York City time) on the requested Borrowing Date and (B) under the Multicurrency Working Capital Facility, prior to 2:00 p.m. (New York City time) on the requested Borrowing Date, in each case, in the form attached hereto as Annex I-A I (the “Borrowing Notice”), specifying:
: (i) whether the borrowing is to be an Acquisition Facility Loan, Dollar Working Capital Facility Committed Tranche Loan, Dollar Working Capital Facility Uncommitted Tranche Loan, Multicurrency Working Capital Facility Loan, Dollar Committed Tranche Swing Line Loan, Dollar Uncommitted Tranche Swing Line Loan or a Multicurrency Swing Line Loan;
; (ii) the amount to be borrowed;
; (iii) the requested Borrowing Date;
; (iv) in the case of a Multicurrency Working Capital Facility Loan or a Multicurrency Swing Line Loan, whether such Loan is to be denominated in United States Dollars or Canadian Dollars; (v) in the case of a Swing Line Loan, the applicable Swing Line Lender such borrowing is being requested from; (vi) in the case of an Acquisition Facility Loan, whether the borrowing is to be a Base Rate Loanan Acquisition Facility Acquisition Extension of Credit, a Eurodollar Loan or a combination thereof; and
(v) in the case of a an Acquisition Facility Working Capital Facility Loan Extension of Credit or an Acquisition Facility Loan, if the borrowing is to be entirely or partly Maintenance Cap-Ex Extension of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor;
(b) Each borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof.
(c) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Acquisition Facility Loans, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender thereof. Subject to the satisfaction or waiver of the conditions contained in Section 6.2, each Working Capital Facility Lender shall make the amount of its Working Capital Facility Commitment Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, available to the Administrative Agent for the account of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 prior to 2:30 p.m. (New York City time) on the Borrowing Date requested by the Borrowers’ Agent in funds immediately available to the Administrative Agent. Each Loan so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to the relevant Borrower by the Administrative Agent by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or to such other account as may be specified by the Borrowers’ Agent in like funds as received by the Administrative Agent.
(d) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of a Swing Line Loan, the Swing Line Lender will make the amount of the requested Swing Line Loan available to the applicable Borrower within three (3) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may be specified by the Borrowers’ Agent.Credit; USActive 56005294.156005294.9 -116-
Appears in 1 contract
Procedure for Borrowing Loans. (a) Each The Borrower may borrow Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans under the Aggregate Tranche B Commitments during the applicable Tranche B Commitment Period on any Business Day; Period, provided that the Borrowers’ Agent Borrower shall give notify the Administrative Agent, irrevocable notice Agent (which notice must be received by the Administrative Agent, (xtelephone or fax) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 p.m. (New York City time), no later than 1:00 p.m.
(A) three (3) Business Days prior to the requested Borrowing Date, if all or any part Credit Extension Date in the case of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Loans, or Advances and (B) one Business Day prior to the requested Borrowing Date, otherwise, and (y) Credit Extension Date in the case of a Swing Line Loan, prior to 12:00 noon (New York City time) on the requested Borrowing DateABR Advances, in each casecase specifying (1) the aggregate principal amount to be borrowed under the Aggregate Tranche B Commitments, in (2) the form attached hereto as Annex I-A requested Credit Extension Date, (the “Borrowing Notice”), specifying:
(i3) whether the such borrowing is to be an Acquisition Facility Loanconsist of one or more Eurodollar Advances, Working Capital Facility Loan or a Swing Line Loan;
(ii) the amount to be borrowed;
(iii) the requested Borrowing Date;
(iv) in the case of a Working Capital Facility Loan or an Acquisition Facility LoanABR Advances, whether the borrowing is to be a Base Rate Loan, a Eurodollar Loan or a combination thereof; and
thereof and (v4) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing is to be entirely consist of one or partly of more Eurodollar LoansAdvances, the respective amounts length of the Interest Period or Periods for each such Type of Loan and Eurodollar Advance (subject to the respective lengths provisions of the initial definition of Interest Periods therefor;
(b) Period). Each borrowing such notice shall be irrevocable and confirmed immediately by delivery to the Administrative Agent of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans a Credit Request. Each ABR Advance shall be in an aggregate principal amount equal to (x) in the case of Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to or such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or amount plus a whole multiple of $100,000 in excess thereof, or, if less, the unused amount of the Aggregate Tranche B Commitments, and each Eurodollar Advance shall be in an aggregate principal amount equal to $500,000 or such amount plus a whole multiple of $100,000 in excess thereof. If, with respect to any borrowing, the Borrower shall fail to give due notice as provided in this Section, the Borrower shall be deemed to have selected an ABR Advance for such borrowing.
(cb) Upon receipt of any such notice of borrowing from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Acquisition Facility LoansBorrower, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt which is a member of any the Class from which a Loan has been requested of such notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender thereofborrowing. Subject to the satisfaction or waiver its receipt of the conditions contained notice referred to in Section 6.2the preceding sentence, each Working Capital Facility Tranche B Lender shall will make the amount of its Working Capital Facility Commitment Tranche B Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, Tranche B Loans available to the Administrative Agent for the account of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 prior to Payment Office not later than 2:30 p.m. (New York City time) p.m., on the Borrowing relevant Credit Extension Date requested by the Borrowers’ Agent Borrower, in funds immediately available to the Administrative Agent at such office. The amounts so made available to the Administrative Agent on such Credit Extension Date will then, subject to the satisfaction of the terms and conditions of this Agreement as determined by the Administrative Agent. Each Loan so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date such date to the relevant Borrower by the Administrative Agent at the Payment Office by wire transfer to crediting the account of the relevant Borrower on the books of such office with the aggregate of said amounts received by the Administrative Agent. Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be confirmed by telecopy or other writing) that it will not make available to the Administrative Agent its Tranche B Percentage of any Loans requested by the Borrower and with respect to which it has a Commitment, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on the requested Credit Extension Date in accordance with this Section, provided that such Lender received notice of the proposed borrowing from the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such Credit Extension Date a corresponding amount. If and to the extent such Lender shall not have so made such share available to the Administrative Agent, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate set forth in Section 3.1, and, in the case of such Lender, the Federal Funds Rate in effect on Schedule 2.2(Asuch date (as determined by the Administrative Agent). Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid (excluding, however, any interest payable on such amount) or shall constitute such Lender's Loan as part of such Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Credit Extension Date applicable to such other account as may Loans.
(c) If a Lender makes a new Loan to the Borrower on a Credit Extension Date on which the Borrower is to repay a Loan of such Lender of the same type or make a scheduled amortization payment on a Loan of such Lender of the same type, such Lender shall apply the proceeds of such new Loan to make such repayment or scheduled amortization payment, and only the excess of the proceeds of such new Loan over the Loan being repaid or scheduled amortization payment being made need be specified by the Borrowers’ Agent in like funds as received by made available to the Administrative Agent.
(d) Upon receipt Notices of any borrowing given by telephone shall be deemed given when made by telephone and the Administrative Agent and the Lenders may rely thereon whether or not such notice from is confirmed by the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing delivery of a Swing Line Loan, the Swing Line Lender will make the amount of the requested Swing Line Loan available to the applicable Borrower within three (3) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may be specified by the Borrowers’ AgentCredit Request.
Appears in 1 contract
Sources: Credit Agreement (Arch Communications Group Inc /De/)
Procedure for Borrowing Loans. (a) Each Borrower The Borrowers may borrow Acquisition Facility Loans, Dollar Working Capital Facility Committed Tranche Loans, Multicurrency Working Capital Facility Loans, Dollar Committed Tranche Swing Line Loans and or Multicurrency Swing Line Loans during the applicable Commitment Period or Dollar Working Capital Facility Uncommitted Tranche Loans or Dollar Uncommitted Tranche Swing Line Loans during the Dollar Working Capital Facility Uncommitted Tranche Period, in each case, on any Business Day; provided that the Borrowers’ Agent applicable Borrower shall give the Administrative AgentAgent and (solely in the case of Swing Line Loans) the applicable Swing Line Lender, irrevocable notice (which notice must be received by the Administrative Agent, Agent (x) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 1:00 p.m. (New York City time), (A) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Eurocurrency Loans, or (B) one on the same Business Day prior to of the requested Borrowing Date, otherwise, and (y) in the case of a Swing Line LoanLoan (A) under the Dollar Working Capital Facility, prior to 12:00 noon 3:00 p.m. (New York City time) on the requested Borrowing Date and (B) under the Multicurrency Working Capital Facility, prior to 2:00 p.m. (New York City time) on the requested Borrowing Date, in each case, in the form attached hereto as Annex I-A I (the “Borrowing Notice”), specifying:
(i) whether the borrowing is to be an Acquisition Facility Loan, Dollar Working Capital Facility Committed Tranche Loan, Dollar Working Capital Facility Uncommitted Tranche Loan, Multicurrency Working Capital Facility Loan, Dollar Committed Tranche Swing Line Loan, Dollar Uncommitted Tranche Swing Line Loan or a Multicurrency Swing Line Loan;
(ii) the amount to be borrowed;
(iii) the requested Borrowing Date;
(iv) in the case of a Multicurrency Working Capital Facility Loan or a Multicurrency Swing Line Loan, whether such Loan is to be denominated in United States Dollars or Canadian Dollars;
(v) in the case of a Swing Line Loan, the applicable Swing Line Lender such borrowing is being requested from;
(vi) in the case of an Acquisition Facility Loan, whether the borrowing is to be an Acquisition Facility Acquisition Extension of Credit, an Acquisition Facility Working Capital Extension of Credit or an Acquisition Facility Maintenance Cap-Ex Extension of Credit;
(vii) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, the purpose of such Loan;
(viii) in the case of a Dollar Working Capital Facility Loan, a Multicurrency Working Capital Facility Loan denominated in United States Dollars or an Acquisition Facility Loan, whether the borrowing is to be a Base Rate Loan, a Eurodollar Eurocurrency Loan or a combination thereof; and;
(vix) in the case of a Multicurrency Working Capital Facility Loan denominated in Canadian Dollars, whether the borrowing is to be a Prime Rate Loan, a Eurocurrency Loan or a combination thereof;
(x) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing is to be entirely or partly of Eurodollar Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor;.
(b) Each borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans shall be in an amount equal to (x) in the case of Base Rate Loans or Prime Rate Loans, $500,000 100,000 or C$100,000, as applicable, or a whole multiple of $100,000 or C$100,000, as applicable, in excess thereof (or, if the then aggregate Available Commitments or Available Dollar Working Capital Facility Uncommitted Tranche Portions applicable to such Loans of all Lenders of such Loans are less than $500,000100,000 or the Dollar Equivalent of C$100,000, as applicable, such lesser amount) and (y) in the case of Eurodollar Eurocurrency Loans, $1,000,000 or C$1,000,000, as applicable, or a whole multiple of $100,000 or C$100,000, as applicable in excess thereof.
(c) Upon receipt of any notice from the Borrowers’ Agent any Borrower pursuant to Section 2.4(a2.5(a) with respect to a requested borrowing of Acquisition Facility Loans, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent any Borrower pursuant to Section 2.4(a2.5(a) with respect to a requested borrowing of Dollar Working Capital Facility LoansCommitted Tranche Loans (other than a notice in respect of a Dollar Committed Tranche Swing Line Loan), the Administrative Agent shall promptly notify each Dollar Working Capital Facility Committed Tranche Lender thereof, upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of a Dollar Committed Tranche Swing Line Loan, the Administrative Agent shall promptly notify the applicable Dollar Committed Tranche Swing Line Lender thereof, upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of Multicurrency Working Capital Facility Loans (other than a notice in respect of a Multicurrency Swing Line Loan), the Administrative Agent shall promptly notify each Multicurrency Working Capital Facility Lender thereof and upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of a Multicurrency Swing Line Loan, the Administrative Agent shall promptly notify the applicable Multicurrency Swing Line Lender thereof. Subject to the satisfaction or waiver of the conditions contained in Section 6.2, each Dollar Working Capital Facility Committed Tranche Lender shall make the amount of its Dollar Working Capital Facility Commitment Percentage of each such borrowing of Dollar Working Capital Facility Committed Tranche Loans (other than Dollar Committed Tranche Swing Line Loans), each Multicurrency Working Capital Facility Lender shall make the amount of its Multicurrency Working Capital Facility Commitment Percentage of each such borrowing of Multicurrency Working Capital Facility Loans (other than Multicurrency Swing Line Loans, ) and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, available to the Administrative Agent for the account of the applicable Borrower at the office of the Administrative Agent’s office Agent specified in Section 11.2 prior to 2:30 3:00 p.m. (New York City time) on the Borrowing Date requested by the Borrowers’ Agent such Borrower in funds immediately available to the Administrative Agent. Each Loan (other than a Dollar Committed Tranche Swing Line Loan and a Multicurrency Swing Line Loan) so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to the relevant such Borrower by the Administrative Agent by wire transfer to the account of the relevant such Borrower set forth on Schedule 2.2(A) 2.2 or to such other account as may be specified by the Borrowers’ Agent such Borrower in like funds as received by the Administrative Agent. Notwithstanding the foregoing, on the Restatement Effective Date, (i) Existing Lender shall not be required to advance any Dollar Working Capital Facility Committed Tranche Loans to the extent of its Existing Dollar Working Capital Facility Loans (it being understood that on the Restatement Effective Date, such Existing Dollar Working Capital Facility Loans shall be deemed to be Dollar Working Capital Facility Committed Tranche Loans and such portion of the Existing Dollar Working Capital Facility Loans that were Base Rate Loans shall be Dollar Working Capital Facility Committed Tranche Loans that are Base Rate Loans and such portion of the Existing Dollar Working Capital Facility Loans that were Eurocurrency Loans shall be Dollar Working Capital Facility Committed Tranche Loans that are Eurocurrency Loans (it being understood that for each tranche of Existing Dollar Working Capital Facility Loans that were Eurocurrency Loans, the initial Interest Period for such tranche shall be the Interest Period applicable to such tranche of Existing Dollar Working Capital Facility Loans immediately prior to the Restatement Effective Date)) and the Dollar Working Capital Facility Committed Tranche Lenders (other than the Existing Lender) shall advance funds to the Administrative Agent no later than 3:00 p.m. (New York City time) on the Restatement Effective Date as shall be required (and the Dollar Working Capital Facility Committed Tranche Loans of the Existing Lender shall be repaid as required) such that each Lender’s share of outstanding Dollar Working Capital Facility Committed Tranche Loans on the Restatement Effective Date is equal to its Dollar Working Capital Facility Commitment Percentage on the Restatement Effective Date, (ii) the Existing Lender shall not be required to advance any Multicurrency Working Capital Facility Loans to the extent of its Existing Multicurrency Working Capital Facility Loans (it being understood that on the Restatement Effective Date, such Existing Multicurrency Working Capital Facility Loans denominated in United States Dollars shall be deemed to be Multicurrency Working Capital Facility Loans denominated in United States Dollars, such Existing Multicurrency Working Capital Facility Loans denominated in Canadian Dollars shall be deemed to be Multicurrency Working Capital Facility Loans denominated in Canadian Dollars, and such portion of the Existing Multicurrency Working Capital Facility Loans that were Base Rate Loans shall be Multicurrency Working Capital Facility Loans that are Base Rate Loans, such portion of the Existing Multicurrency Working Capital Facility Loans that were Eurocurrency Loans shall be Multicurrency Working Capital Facility Loans that are Eurocurrency Loans (it being understood that for each tranche of Existing Multicurrency Working Capital Facility Loans that were Eurocurrency Loans, the initial Interest Period for such tranche shall be the Interest Period applicable to such tranche of Existing Multicurrency Working Capital Facility Loans immediately prior to the Restatement Effective Date) and such portion of the Existing Multicurrency Working Capital Facility Loans that were Prime Rate Loans shall be Multicurrency Working Capital Facility Loans that are Prime Rate Loans) and the Multicurrency Working Capital Facility Lenders (other than the Existing Lender) on the Restatement Effective Date as shall be required (and the Multicurrency Working Capital Facility Loans of the Existing Lender shall be repaid as required) such that each Lender’s share of outstanding Multicurrency Working Capital Facility Loans on the Restatement Effective Date is equal to its Multicurrency Working Capital Facility Commitment Percentage on the Restatement Effective Date and (iii) the Existing Lender shall not be required to advance any Acquisition Facility Loans to the extent of its Existing Acquisition Facility Loans (it being understood that on the Restatement Effective Date, such Existing Acquisition Facility Loans shall be deemed to be Acquisition Facility Loans and such portion of the Existing Acquisition Facility Loans that were Base Rate Loans shall be Acquisition Facility Loans that are Base Rate Loans and such portion of the Existing Acquisition Facility Loans that were Eurocurrency Loans shall be Acquisition Facility Loans that are Eurocurrency Loans (it being understood that for each tranche of Existing Acquisition Facility Loans that were Eurocurrency Loans, the initial Interest Period for such tranche shall be the Interest Period applicable to such tranche of Existing Acquisition Facility Loans immediately prior to the Restatement Effective Date)) and the Acquisition Facility Lenders (other than the Existing Lender) shall advance funds to the Administrative Agent no later than 3:00 p.m. (New York City time) on the Restatement Effective Date as shall be required (and the Acquisition Facility Loans of the Existing Lender shall be repaid as required) such that each Acquisition Facility Lender’s share of outstanding Acquisition Facility Loans on the Restatement Effective Date is equal to its Acquisition Facility Commitment Percentage on the Restatement Effective Date; provided, that, in each case, for the ease of the parties, all such payments may be net of the amount that the Existing Lender owes to any such Lender pursuant to the terms of the Successor Agent Agreement.
(d) Upon receipt of any notice from the Borrowers’ Agent any Borrower pursuant to Section 2.4(a2.5(a) with respect to a requested borrowing of Dollar Working Capital Facility Uncommitted Tranche Loans (other than a notice in respect of a Dollar Uncommitted Tranche Swing Line Loan), the Administrative Agent shall promptly notify each Dollar Working Capital Facility Uncommitted Tranche Lender thereof and upon receipt of any notice from any Borrower pursuant to Section 2.5(a) with respect to a requested borrowing of a Dollar Uncommitted Tranche Swing Line Loan, the Administrative Agent shall promptly notify the applicable Dollar Uncommitted Tranche Swing Line Lender thereof. Subject to the satisfaction or waiver of the conditions contained in Section 6.2 and unless a Dollar Working Capital Facility Uncommitted Tranche Lender has provided the Administrative Agent with a Declining Lender Notice prior to 10:00 a.m. (New York City time) on the applicable Borrowing Date, each Dollar Working Capital Facility Uncommitted Tranche Lender that has not so provided a Declining Lender Notice will be deemed to have approved such requested borrowing of Dollar Working Capital Facility Uncommitted Tranche Loans (other than Dollar Uncommitted Tranche Swing Line Loans) and shall make the amount of the requested its Dollar Working Capital Facility Uncommitted Tranche Percentage of each such borrowing of Dollar Working Capital Facility Uncommitted Tranche Loans (other than Dollar Uncommitted Tranche Swing Line Loan Loans) available to the Administrative Agent for the account of the applicable Borrower within three at the Administrative Agent’s office specified in Section 11.2 prior to 3:00 p.m. (3New York City time) hours of receipt of the Borrowing Notice therefor on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Each Loan (other than a Dollar Uncommitted Tranche Swing Line Loan) so requested and approved will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to such Borrower by the Administrative Agent by wire transfer to the account of the relevant such Borrower set forth on Schedule 2.2(A) 2.2 or to such other account as may be specified by such Borrower in like funds as received by the BorrowersAdministrative Agent. If the Administrative Agent receives a Declining Lender Notice, pursuant to which a Dollar Working Capital Facility Uncommitted Tranche Lender will be a Declining Lender with respect to a Dollar Working Capital Facility Uncommitted Tranche Loan (other than a Dollar Uncommitted Tranche Swing Line Loan) to be made pursuant to a Borrowing Notice, which Borrowing Notice has already been received by the Administrative Agent and in respect of which the Administrative Agent has already advised the Dollar Working Capital Facility Uncommitted Tranche Lenders of the amount of each Dollar Working Capital Facility Uncommitted Tranche Lender’s Dollar Working Capital Facility Uncommitted Tranche Percentage of such requested Dollar Working Capital Facility Uncommitted Tranche Loan (other than a Dollar Uncommitted Tranche Swing Line Loan), then the relevant Borrower, shall, at its option, by written notice to the Administrative Agent, either (i) agree to receive only the aggregate amount of the Approving Lenders’ Dollar Working Capital Facility Uncommitted Tranche Percentages (prior to giving effect to such Declining Lender Notice) of such requested Dollar Working Capital Facility Uncommitted Tranche Loan (other than a Dollar Uncommitted Tranche Swing Line Loan) (as so notified to such Dollar Working Capital Facility Uncommitted Tranche Lenders by the Administrative Agent.) and, at the option of the relevant Borrower, submit to the Administrative Agent a new Borrowing Notice for a subsequent additional funding by the Approving Lenders of the amounts not so funded by the Declining Lender or (ii) rescind such Borrowing Notice and, at the option of the relevant Borrower, submi
Appears in 1 contract
Procedure for Borrowing Loans. The Borrower Representative (a) Each Borrower may borrow Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans during the applicable Commitment Period on any Business Day; provided that behalf of the Borrowers’ Agent ) shall give the Administrative AgentAgent irrevocable notice, irrevocable notice substantially in the form of Exhibit H or such other form as may be approved by the Administrative Agent (including (x) any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent and (y) by written notice), appropriately completed and signed by a Responsible Officer of the Borrower Representative (which notice must be received by the Administrative Agent, Agent no later than (xA) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 1:00 p.m. (New York City time), (A) three (3) one Business Days Day prior to the requested Borrowing anticipated Closing Date, if all or any part in the case of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar ABR Loans, or (B) 11:00 a.m. (New York City time), one Business Day prior to the requested Borrowing anticipated Closing Date, otherwise, and (y) in the case of a Swing Line Loan, prior to 12:00 noon (New York City time) on the requested Borrowing DateEurocurrency Loans, in each case, in case or such shorter period as the form attached hereto as Annex I-A (Administrative Agent reasonably shall agree) requesting that the “Borrowing Notice”), specifying:
Lenders make the Initial Loans on the Closing Date and specifying (i) whether the borrowing is to be an Acquisition Facility Loan, Working Capital Facility Loan or a Swing Line Loan;
(ii) the amount to be borrowed;
, (ii) the Type of Loan, (iii) the requested Borrowing Date;
applicable Interest Period, and (iv) in instructions for remittance of the case of a Working Capital Facility Loan or an Acquisition Facility Loan, whether the borrowing is Loans to be a Base Rate Loanborrowed. Notwithstanding the foregoing, a Eurodollar Loan or a combination thereof; and
(v) in such notices may be conditioned on the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths occurrence of the initial Interest Periods therefor;
(b) Each borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (Closing Date or, if with respect to Loans borrowed after the then aggregate Available Commitments applicable to Closing Date, may be conditioned on the occurrence of any transaction utilizing such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof.
(c) . Upon receipt of any such notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Acquisition Facility Loans, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender thereof. Subject to the satisfaction or waiver of the conditions contained in Section 6.2, each Working Capital Facility Lender shall make the amount of its Working Capital Facility Commitment Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, available to the Administrative Agent for the account of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 prior to 2:30 Not later than 4:00 p.m. (New York City time) on the Borrowing Date requested by the Borrowers’ Agent in funds immediately Closing Date, each such Lender shall make available to the Administrative AgentAgent an amount in immediately available funds equal to the Loan or Loans to be made by such Lender. Each Loan so requested Such borrowing will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to the relevant Borrower Borrowers by the Administrative Agent crediting such account or by wire transfer as is designated in writing to the account Administrative Agent by the Borrower Representative (or as otherwise directed by the Borrower Representative), with the aggregate of the relevant Borrower set forth on Schedule 2.2(A) or amounts made available to such other account as may be specified the Administrative Agent by the Borrowers’ Agent Lenders and in like funds as received by the Administrative Agent.
(d) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of a Swing Line Loan, the Swing Line Lender will make the amount of the requested Swing Line Loan available to the applicable Borrower within three (3) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may be specified by the Borrowers’ Agent.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Powerschool Holdings, Inc.)
Procedure for Borrowing Loans. (a) Each The Borrower may borrow Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans during on the applicable Commitment Period on any Effective Date (if a Business Day; ), provided that the Borrowers’ Agent Borrower shall give the Administrative Agent, Agent irrevocable notice (which notice must be received by the Administrative Agent, (x) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, Agent prior to 12:30 p.m. (10:00 A.M., New York City time), (Ai) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Loans, Eurocurrency Loans or (Bii) one on the Business Day prior to which is the requested Borrowing Date, otherwiseif the requested Loans are to be initially ABR Loans), and specifying (yA) in the case of a Swing Line Loanaggregate amount to be borrowed, prior to 12:00 noon (New York City timeB) on the requested Borrowing Date, in each case, in the form attached hereto as Annex I-A (the “Borrowing Notice”), specifying:
(iC) whether the borrowing Borrowing is to be an Acquisition Facility Loan, Working Capital Facility Loan of Eurocurrency Loans or a Swing Line Loan;
(ii) the amount to be borrowed;
(iii) the requested Borrowing Date;
(iv) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, whether the borrowing is to be a Base Rate Loan, a Eurodollar Loan ABR Loans or a combination thereof; and
, and (vD) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing is to be entirely or partly of Eurodollar Loans, Eurocurrency Loans the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor;
(b) Each borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof.
(c) . Upon receipt of any such notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Acquisition Facility LoansBorrower, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender thereof. Subject to the satisfaction or waiver of the conditions contained in Section 6.2, each Working Capital Facility Each Lender shall will make the amount of its Working Capital Facility Commitment Percentage pro rata share of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, available to the Administrative Agent for the account of the applicable Borrower at the office of the Administrative Agent’s office Agent specified in Section 11.2 10.2 prior to 2:30 p.m. (1:00 P.M., New York City time) time on the Borrowing Date requested by the Borrowers’ Agent Borrower in funds immediately available to the Administrative Agent. Each Loan so requested Such borrowing will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to the relevant Borrower by the Administrative Agent by wire transfer to crediting the account of the relevant Borrower set forth on Schedule 2.2(A) or the books of such office with the aggregate of the amounts made available to such other account as may be specified the Administrative Agent by the Borrowers’ Agent Lenders and in like funds as received by the Administrative Agent.
(d) Upon receipt . The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of any notice from Loan made by the Borrowers’ Agent pursuant to Section 2.4(a) with respect to Lenders as requested by a requested borrowing of a Swing Line Loan, the Swing Line Lender will make the amount Responsible Officer of the requested Swing Line Loan available Borrower to the applicable Borrower within three (3) hours of receipt any of the Borrowing Notice therefor on accounts designated in the Borrowing Date by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may be specified by the Borrowers’ AgentDisbursement Instruction Agreement.
Appears in 1 contract
Sources: Loan Agreement (Kimco Realty Corp)
Procedure for Borrowing Loans. (a) Each Borrower Toy Biz may borrow Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans during request a borrowing from time to time under the applicable Aggregate Commitment Period prior to the Termination Date on any Business Day; provided that Day (if the Borrowers’ Agent shall give Loans to be borrowed are Alternate Base Rate Loans) or on any Working Day (if the Loans to be borrowed are Eurodollar Loans) by giving irrevocable notice to the Administrative Agent, irrevocable specifying (i) the aggregate principal amount to be borrowed, (ii) the requested borrowing date, (iii) whether the Loans to be borrowed are to be Eurodollar Loans or Alternate Base Rate Loans or a combination thereof and, if a combination, the respective aggregate amount of each type of borrowing and (iv) if the Loans to be borrowed are Eurodollar Loans, the length of the Interest Period or Interest Periods applicable thereto. Any such notice (which notice of borrowing must be signed by a Responsible Officer of Toy Biz and be received by the Administrative Agent, (x) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, Agent prior to 12:30 p.m. (11:00 A.M., New York City time), (A) three (3) Business Working Days prior to the requested Borrowing Dateborrowing date, if all or any part in the case of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Loans, or (B) and one Business Day prior to the requested Borrowing Dateborrowing date, otherwise, and (y) in the case of a Swing Line Loan, prior Alternate Base Rate Loans. Each borrowing under the Commitments shall be in an aggregate principal amount equal to 12:00 noon the lesser of (New York City timex) on the requested Borrowing Date, in each case, in the form attached hereto as Annex I-A (the “Borrowing Notice”), specifying:
(i) whether the borrowing is to be an Acquisition Facility Loan, Working Capital Facility Loan $1,500,000 or a Swing Line Loan;
whole multiple of $500,000 in excess thereof (ii) the amount to be borrowed;
(iii) the requested Borrowing Date;
(iv) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, whether the borrowing is to be a Base Rate Loan, a Eurodollar Loan or a combination thereof; and
(v) in the case of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor;
(b) Each borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans shall be in an amount equal to (x) in the case of Base Rate Loans, or $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Alternate Base Rate Loans, $1,000,000 ) or a whole multiple of $100,000 in excess thereof.
(cy) the Available Commitment. Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Acquisition Facility Loanssuch notice, the Administrative Agent shall will promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender Bank thereof. Subject to the satisfaction or waiver of the conditions contained in Section 6.2, each Working Capital Facility Lender shall Each Bank will make the amount of its Working Capital Facility Commitment Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, available to the Administrative Agent for at the account office of the applicable Borrower Administrative Agent specified in subsection 10.2 (or at such other location as the Administrative Agent’s office specified in Section 11.2 prior to 2:30 p.m. (Agent may direct), by 1:00 P.M., New York City time) , on the Borrowing Date requested by borrowing date, an amount equal to the Borrowers’ Agent Commitment Percentage of such Bank times the aggregate amount of Loans requested to be borrowed on such date, in funds immediately available to the Administrative Agent. Each Loan so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to the relevant Borrower The proceeds of Loans received by the Administrative Agent hereunder shall promptly be made available to Toy Biz by wire transfer to the Administrative Agent's crediting the account of Toy Biz, at the relevant Borrower set forth on Schedule 2.2(A) or to such other account as may be office of the Administrative Agent specified in subsection 10.2, with the aggregate amount actually received by the Borrowers’ Administrative Agent from the Banks and in like funds as received by the Administrative Agent.
(db) Upon receipt The failure of any notice from Bank to make the Borrowers’ Agent pursuant Loan to Section 2.4(a) with respect to a be made by it on any requested borrowing date shall not relieve any other Bank of a Swing Line Loanits obligation hereunder to make its Loan on such borrowing date, but no Bank shall be responsible for the Swing Line Lender will failure of any other Bank to make the amount of the requested Swing Line Loan available to the applicable Borrower within three (3) hours of receipt of the Borrowing Notice therefor on the Borrowing Date be made by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may be specified by the Borrowers’ AgentBank on such borrowing date.
Appears in 1 contract
Sources: Credit Agreement (Toy Biz Inc)
Procedure for Borrowing Loans. (a) Each The Borrower may borrow Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans during the applicable Commitment Period on any Business Day; provided that the Borrowers’ Agent shall give deliver to the Administrative AgentAgent a Borrowing Request, irrevocable notice (which notice must be received by the Administrative Agentnot later than 11:00 a.m., (x) in the case of a Working Capital Facility Loan or Acquisition Facility Loan, prior to 12:30 p.m. (New York City time), (A) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Working Capital Facility Loans or Acquisition Facility Loans are to be initially Eurodollar Loans, or (B) one Business Day prior to before the requested Borrowing Date, otherwise, and (y) in anticipated Closing Date requesting that the case of a Swing Line Loan, prior to 12:00 noon (New York City time) Lenders make the Loans on the requested Closing Date. Such Borrowing DateRequest may state that it is conditioned upon one or more conditions precedent, including the closing of the Acquisition, in each case, in the form attached hereto as Annex I-A (the “which case such Borrowing Notice”), specifying:
Request may be revoked or automatically terminated if such conditions are not satisfied. The Borrowing Request must specify (i) whether the borrowing is principal amount of the Loans to be an Acquisition Facility Loanborrowed, Working Capital Facility Loan or a Swing Line Loan;
(ii) the amount to requested date of the Borrowing (which shall be borrowed;
a Business Day), (iii) the requested Borrowing Date;
Type of Loans to be borrowed, (iv) in the case of a Working Capital Facility Loan or an Acquisition Facility LoanEurodollar Borrowing, whether the borrowing is initial Interest Period to be applicable thereto, which shall be a Base Rate Loan, a Eurodollar Loan or a combination thereof; and
period contemplated by the definition of the term “Interest Period” and (v) in the case location and number of a Working Capital Facility Loan or an Acquisition Facility Loan, if the borrowing is account(s) to which funds are to be entirely or partly disbursed, which shall comply with the requirements of Eurodollar Loans, Section 2.8. If no election as to the respective amounts of each such Type of Loan and Borrowing is specified, then the respective lengths of the initial Interest Periods therefor;
(b) Each borrowing of Acquisition Facility Loans, Working Capital Facility Loans and Swing Line Loans requested Borrowing shall be in a Eurodollar Borrowing with an amount equal Interest Period of one month’s duration. If no Interest Period is specified with respect to (x) in any requested Eurodollar Borrowing, then the case Borrower shall be deemed to have selected an Interest Period of Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments applicable to such Loans of all Lenders of such Loans are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof.
(c) one month’s duration. Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Acquisition Facility Loanssuch Borrowing Request, the Administrative Agent shall promptly notify each Acquisition Facility Lender thereof, and upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of Working Capital Facility Loans, the Administrative Agent shall promptly notify each Working Capital Facility Lender thereof. Subject to Not later than 9:00 a.m., New York City time (or, if later, promptly following the satisfaction or waiver of the conditions contained precedent to the initial extension of credit hereunder set forth in Section 6.24.1), on the Closing Date each Working Capital Facility Lender shall promptly thereafter make the amount of its Working Capital Facility Commitment Percentage of each such borrowing of Working Capital Facility Loans, and each Acquisition Facility Lender shall make the amount of its Acquisition Facility Commitment Percentage of each such borrowing of Acquisition Facility Loans, available to the Administrative Agent for an amount in immediately available funds equal to the account Loans to be made by such Lender. The Administrative Agent shall make available to the Borrower the aggregate of the applicable Borrower at the Administrative Agent’s office specified in Section 11.2 prior to 2:30 p.m. (New York City time) on the Borrowing Date requested by the Borrowers’ Agent in funds immediately amounts made available to the Administrative Agent. Each Loan so requested will then promptly, and not later than 3:30 p.m. (New York City time), be made available on the Borrowing Date to the relevant Borrower Agent by the Administrative Agent by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or to such other account as may be specified by the Borrowers’ Agent Lenders, in like funds as received by the Administrative Agent.
(d) Upon receipt of any notice from the Borrowers’ Agent pursuant to Section 2.4(a) with respect to a requested borrowing of a Swing Line Loan, the Swing Line Lender will make the amount of the requested Swing Line Loan available to the applicable Borrower within three (3) hours of receipt of the Borrowing Notice therefor on the Borrowing Date by wire transfer to the account of the relevant Borrower set forth on Schedule 2.2(A) or such other account as may be specified by the Borrowers’ Agent.
Appears in 1 contract
Sources: Bridge Term Loan Credit Agreement (T-Mobile US, Inc.)